DIRECTORY AGREEMENTS Clause Samples

DIRECTORY AGREEMENTS. The parties acknowledge that the terms of the Directory Agreements end on December 31, 2004 and that Centel will replace the Directory Agreements so that Centel's right to publish the Directories is coterminous with this Agreement. Centel shall cause the Centel Operating Companies to enter into replacement agreements, that extend Centel's right to publish the Directories at least through the term of this Agreement. Donnelley agrees to assist, at Centel's sole cost and expense, Centel's effort to renegotiate or replace the Directory Agreements to the extent reasonably requested by Centel. Publisher shall have the right, at any time during the term of this Agreement, to make any modifications to the terms of the Directory Agreements that it deems necessary or advisable, provided (a) Publisher preserves its right to publish the Directories in accordance with the terms of this Section 3.2, and (b) those modifications do not have a material, adverse impact on Donnelley's compensation or the cost of providing services under this Agreement. In the event that Centel fails to so replace each of the Directory Agreements as provided above by January 1, 2004, then, at any time prior to April 30, 2004, Donnelley, in its sole and absolute discretion, may require Centel to purchase no earlier than September 30, 2004 and no later than December 31, 2004 (the date of purchase hereafter referred to as the "Buy-out Date") for cash Donnelley's rights under this Agreement (the "Put Option") at Fair Market Value (as defined below). If such purchase is consummated in accordance with the foregoing sentence, this Agreement thereafter shall terminate. For purposes of this Section 3.2(e), "Fair Market Value" shall mean (a) the present value (calculated using a discount rate equal to the effective yield for "on the run" (if available) U.S. Treasury securities with lives equal to the remaining Term (giving effect to the Extended Term) of this Agreement (rounded up to the nearest whole year) of the operating income to be earned by Donnelley under this Agreement and the LLC Agreement (reduced for any operating income received or to be received by Donnelley for Directory Agreements for which replacements are received and for which Donnelley has agreed to continue to provide the services contemplated by this Agreement) from the Buy-out Date through December 31, 2010, using the preceding 12-month period's operating income of Donnelley under this Agreement plus Donnelley's aggregate Priority...
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Related to DIRECTORY AGREEMENTS

  • Indemnity for Personality Agreements Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees, from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and attorney’s fees, arising out of, or resulting from, Vendor’s performance of this Agreement or sales made to TIPS Members under this agreement , including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, invitees, unless such claims are based in whole upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents. If based in part upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents, Vendor shall be responsible for their proportional share of theclaim.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

  • Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.