Certain Understandings and Agreements Clause Samples
The "Certain Understandings and Agreements" clause serves to clarify and formalize specific mutual understandings or arrangements between the parties that may not be explicitly detailed elsewhere in the contract. This clause typically outlines shared assumptions, background facts, or prior agreements that form the basis for the current contract, ensuring both parties acknowledge these points as part of their contractual relationship. By documenting these understandings, the clause helps prevent future disputes over what was agreed upon or assumed, thereby promoting transparency and reducing the risk of misunderstandings.
Certain Understandings and Agreements. The Company realizes that ▇▇▇▇▇▇ has a variety of business interests and relationships with respect to such business investments that are ongoing. The Company understands that ▇▇▇▇▇▇ is not prepared to terminate these interests, relationships or activities in order to enter into this Agreement. After due consideration of these factors, the Company has determined that the benefits to the Company from Geraci’s services under this Agreement outweigh any detriment to the Company from the pursuit by ▇▇▇▇▇▇ of such other interests, relationships or activities while serving under this Agreement. Accordingly, the parties have reached the agreements contained in this Section 7:
(a) During the Term, ▇▇▇▇▇▇ shall not be required to devote his full business time and attention to his duties under this Agreement, but shall devote such time as he believes, in his judgment, is necessary to fulfill his obligations under this Agreement. In this regard, the Company has determined to rely on Geraci’s professionalism and his determination with such matters and any such determination shall not subject ▇▇▇▇▇▇ to any liability under this Agreement, although the Company retains the right to terminate this Agreement as provided herein.
(b) The Company realizes that in the course of his activities during the Term, ▇▇▇▇▇▇ may identify, develop or become aware of investment opportunities that are suitable for the Company (“Opportunities”). Opportunities may also be suitable investments for ▇▇▇▇▇▇ or other entities in which ▇▇▇▇▇▇ has an interest or others with whom ▇▇▇▇▇▇ has a relationship (collectively, “Other Parties”). ▇▇▇▇▇▇ agrees that any Opportunities that come to him from a director, officer or employee of the Company or which are submitted to him during the Term in his capacity as a officer or director of the Company or which are primarily investments in the types of securities in which the Company might invest shall be Opportunities of the Company (“Company Opportunities”), and ▇▇▇▇▇▇ will not pursue any such Company Opportunity with any Other Parties, unless (i) ▇▇▇▇▇▇ shall have determined that such Company Opportunity is not suitable for the Company and (ii) the Board, including a majority of the directors on the Board who are not “interested persons” as defined under the 1940 Act, shall have concurred with such determination. With respect to all other Opportunities other than Company Opportunities, ▇▇▇▇▇▇ shall have no obligation to offer such Opportunity to the Company...
Certain Understandings and Agreements. 5.1. Conduct of Seller Prior to Closing. From the date hereof through the Closing Date, Seller shall operate the Facility in the ordinary course and shall not take any action inconsistent therewith, except as otherwise permitted by this Agreement or consented to by Buyer in writing. In connection therewith, Seller shall operate the Fixed Assets and systems comprising the Facility in a safe manner, using qualified, competent, and, if necessary, licensed personnel. Without limiting the generality of the foregoing, Seller shall: (a) keep full and complete Books and Records in all material respects; (b) maintain in full force and effect adequate insurance policies covering property, casualty, and general liability on the Assets; (c) take such commercially reasonable action as may be necessary to preserve the Facility and the Assets in good condition, normal wear and tear excepted; (d) use its commercially reasonable efforts to preserve the Facility and the Assets intact, and to preserve for Buyer the goodwill of the suppliers, customers and others having business relations with Seller in connection with the Facility; and (e) comply in all material respects with all Laws applicable to Seller in the ownership and operation of the Facility.
Certain Understandings and Agreements. It is expressly understood and agreed by BND and Agent that Agent (i) is not acting as an underwriter, broker or dealer in connection with the Distribution (by nature of the fact that, among other things, the Distribution is being made as a dividend to BDSI stockholders as of a set date), (ii) is only providing informational and advisory services to or on behalf of BND in connection with the Distribution and to no other person or entity, and (iii) Agent is not authorized to undertake any solicitation, brokerage, underwriting or any similar activities on behalf of BND, BDSI or any other person or entity in connection with the Distribution. BND and Agent further agree that this agreement is intended to qualify as services provided in connection with an exempted offering as contemplated by NASD Rule 2710(b)(8)(I).
Certain Understandings and Agreements. 12 5.1. Best Efforts...................................................12 5.2. Public Announcements...........................................12 5.3. Confidentiality................................................12 5.4. Taxes..........................................................13 5.5. Private Letter Ruling Repurchase Option........................13 5.6.
Certain Understandings and Agreements. Section 5.1 Conduct of the Business. From the date of this Agreement to the Closing Date, other than as expressly permitted by any other provision of this Agreement or as expressly set forth in Section 5.1 of the Seller Disclosure Schedule, unless Buyer has consented in writing thereto (which consent shall not be unreasonably withheld or delayed), Seller:
(a) shall cause the Company to conduct the Company’s business in the ordinary course of business consistent with past practice;
(b) shall cause the Company to (i) use its commercially reasonable efforts to preserve intact the Company’s business and goodwill, keep available the services of the Company’s officers and employees and maintain the Company’s business relationships with customers, suppliers, licensors, licensees, distributors and others with whom the Company deals, (ii) maintain its assets in the ordinary course of business in good operating condition, reasonable wear and tear excepted and (iii) not voluntarily create after the date of this Agreement any Encumbrance that would have been required to be set forth in Section 3.7 of the Seller Disclosure Schedule if existing on the date of this Agreement, and use commercially reasonable efforts to remove any Encumbrance to which the Company’s assets become subject after the date of this Agreement;
(c) shall cause the Company, upon any damage, destruction or loss to any material asset, to apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such asset before such event or, to such other (better) condition as may be required by Applicable Law;
(d) shall cause the Company to maintain its level and quality of inventory and supplies, raw materials and spare parts in the ordinary course consistent with practices in place as of the December 31 Balance Sheet;
(e) shall keep, or cause to be kept, all insurance policies set forth in Section 3.16 of the Seller Disclosure Schedule or comparable policies, in full force and effect through the close of business on the Closing Date, and as of the Closing Date, Seller shall assign, or shall cause to be assigned, to the Company any and all assignable rights to proceeds relating to claims filed with respect to the Company’s assets that Seller, Parent or any of their affiliates may have under insurance policies covering claims by the Company relating to the period on or prior to the Closing Date;
(f) shall cause the Company not t...
Certain Understandings and Agreements. 49 6.01 Conduct of Seller Prior to Closing.............................49 6.02
Certain Understandings and Agreements. 7.1 Form 8-K. Company shall file a current report on Form 8-K within 15 days of the Closing in compliance with the Exchange Act, with the audited financial statements of Acquiree (the "Audit") and the pro forma statements required by the Exchange Act via amendment of the Form 8-K within 75 days of the Closing, and will otherwise comply with the reporting requirements of the Exchange Act and all material requirements of NASDAQ following the Closing.
Certain Understandings and Agreements. 14 5.1. Best Efforts.................................................14 5.2. Public Announcements.........................................14 5.3. Confidentiality..............................................14
Certain Understandings and Agreements. 1Audit; Form 8-K. On or prior to Closing, and as a condition thereto, ECS and PTI shall deliver to Company audited financial statements conforming to the requirements of the Exchange Act as of and for the year ended December 31, 1996 and the seven months ended July 31, 1997 (the "Audit"). The Audit shall be accompanied by an unqualified opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ L.L.P., which is an independent accounting firm. Company shall file a current report on Form 8-K within 15 days of the Closing in compliance with the Exchange Act, with the Audit and the pro forma statements required by the Exchange Act, and will otherwise comply with the reporting requirements of the Exchange Act following the Closing.
Certain Understandings and Agreements. 5.1 Conduct of Seller Prior to Closing . . . . . . . . . . . . . 24 5.2