Additional Agreements of the Parties Clause Samples
The "Additional Agreements of the Parties" clause sets out further obligations or commitments that each party agrees to undertake beyond the main terms of the contract. This may include specific actions, cooperation requirements, or ancillary promises that support the primary agreement, such as providing certain documents, maintaining confidentiality, or assisting with regulatory filings. By clearly outlining these supplementary responsibilities, the clause ensures that all parties are aware of and bound to perform necessary tasks that facilitate the smooth execution and enforcement of the overall agreement.
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Additional Agreements of the Parties. (a) Notwithstanding anything in this Agreement to the contrary, all excise, sales, use, transfer, documentary, stamp or similar taxes that are payable or that arise as a result of the consummation of the purchase of Subject Loans (“Transfer Taxes”) and any recording or filing fees with respect thereto shall be payable by Purchaser. For all purposes of this Agreement, all property and ad valorem tax liabilities (“Property Taxes”) with respect to Subject Loans purchased by Purchaser hereunder shall likewise be the responsibility of Purchaser, including all such Property Taxes relating to any period prior to the purchase by Purchaser hereunder. For tax returns with respect to Property Taxes, Purchaser will file or cause to be filed such Tax Returns. Bank shall cooperate with Purchaser in connection with the preparation of any such tax return to the extent such tax return relates to any Subject Loan during any time owned by Bank. P▇▇▇▇▇▇▇▇ agrees to reimburse Bank, upon receipt by P▇▇▇▇▇▇▇▇ from Bank of a written invoice, for any Transfer Taxes or Property Taxes relating to any Subject Loan purchased by Purchaser hereunder and paid by Bank.
(b) Subject to the limitations set forth in the Loan Program Agreement, each of Purchaser, Sunlight and Bank shall provide access, during normal business hours, upon reasonable advance notice to such Person, to any documentation regarding the Loans that may be required by any Regulatory Authority that supervises or has enforcement authority over such Person or any of the activities contemplated hereby, including but not limited to, the FDIC and other similar entities.
(c) Bank shall indemnify and hold Purchaser and Sunlight harmless from, and will reimburse Purchaser and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Bank’s Indemnified Matters”) incurred by Purchaser or Sunlight, as applicable, to the extent that Bank’s Indemnified Matters result from any breach of a representation or warranty by Bank, or the non-fulfillment of any covenant of Bank contained in this Agreement or any other Program Document (without giving effect to any qualification as to materiality or Bank’s knowledge or lack thereof in such term or condition); provided, however, Bank shall not be required to indemnify (i) Purcha...
Additional Agreements of the Parties. The Company and the Holder agree as follows:
Additional Agreements of the Parties. A. PARTICIPATION IN MARKETING EVENTS AND PROVISION OF TECHNICAL ASSISTANCE: Representative(s) of the City shall be entitled to participate in GPEC's marketing events provided that such participation shall not be at GPEC's expense. When requested and appropriate, GPEC will use its best efforts to provide technical assistance and support to City economic development staff for business location prospects identified and qualified by the City and assist the City with presentations to the prospect in the City or their corporate location.
Additional Agreements of the Parties. The parties hereby further agree that, from and after the Closing:
Additional Agreements of the Parties. 4.1 For the avoidance of doubt, the last sentence of the first paragraph of 6(e) of the Agreement shall not apply with respect to this Transaction.
4.2 CSNY agrees that in the event of the bankruptcy of Counterparty, CSNY shall not have rights or assert a claim that is senior in priority to the rights and claims available to the shareholders of the common stock of Counterparty; provided, however, that nothing herein shall limit or shall be deemed to limit CSNY's right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Transaction; and provided further that in pursuing a claim against Counterparty in the event of a bankruptcy, insolvency or dissolution with respect to Counterparty, CSNY's rights hereunder shall rank on a parity with the rights of a holder of Shares enforcing similar rights under a contract involving ▇▇▇▇▇▇.
4.3 The parties acknowledge that this Transaction is not secured by any collateral that would otherwise secure the obligations of Counterparty hereunder.
4.4 The parties intend that (A) each of the Agreement and this Confirmation is a "securities contract," as such term is defined in Section 741(7) of the Bankruptcy Code (Title 11 of the United States Code) (the "Bankruptcy Code"), with respect to which each payment and delivery hereunder or thereunder or in connection herewith or therewith is a "settlement payment" within the meaning of Sections 362 and 546 of the Bankruptcy Code, (B) the rights given to CSNY under the Agreement and under this Confirmation upon the occurrence of an Event of Default constitute a "contractual right" to cause the liquidation, termination or acceleration of, and to offset or net out termination values or payment amounts and set off mutual debts and claims under or in connection with, a "securities contract" as such terms are used in Sections 555, 561, and 362(b)(6) of the Bankruptcy Code, and (C) CSNY is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(o), 546(e), 555 and 561 of the Bankruptcy Code.
Additional Agreements of the Parties. 7
2.1 Purchase of ETL Minority Shares 7 2.2 Option Agreement 7 2.3 EDI Employee Transaction Bonus Shares 7
Additional Agreements of the Parties. Section 6.1. Further Assurances 38 Section 6.2. Freedom to Pursue Opportunities 38 Section 6.3. Legend on Share Certificates 39 Section 7.1. Additional Parties 39 Section 8.1. Indemnification of Stockholders 40
Additional Agreements of the Parties. AND SELLER ----------------------------------------------- The parties hereto covenant and agree with the other, as applicable, as follows:
Additional Agreements of the Parties. 4.1. Resale of Securities
(a) Each Investor covenants that it will not sell or otherwise transfer the Shares except pursuant to an effective registration under the Securities Act or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder.
(b) Until the Shares are registered pursuant to Section 4.9 hereof, the certificates evidencing the Shares will bear the following legend reflecting the foregoing restrictions on the transfer of such securities: "The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred except pursuant to an effective registration under the Act or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Act and the rules and regulations promulgated thereunder."
Additional Agreements of the Parties. 28 Section 4.01.