Further Agreements of the Parties Clause Samples
The 'further agreements of the parties' clause obligates both parties to cooperate and take additional actions necessary to fulfill the intent and objectives of the contract. In practice, this means that if certain documents need to be signed or further steps are required to implement the agreement, both parties must act in good faith to complete those tasks. This clause ensures that the contract remains effective and adaptable by requiring ongoing collaboration, thereby preventing disputes or delays caused by unforeseen requirements or omissions.
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Further Agreements of the Parties. (a) Each of the Trust and Selling Unitholder Parties agree:
(i) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the last Delivery Date except as permitted herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by it with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Offered Units; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Offered Units for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;
(ii) To furnish promptly to each of the Representatives and to counsel for the Underwriters a conformed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith;
(iii) To promptly deliver or make available to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) each Preliminary Prospectus, th...
Further Agreements of the Parties. Each of the Enterprise Parties covenants and agrees with the Underwriters:
Further Agreements of the Parties. Medical Sponsor will require all employees providing services at SBHC and the employees of all sub- contractors providing any services to patients to undergo criminal background checks. Notwithstanding the foregoing, Medical Sponsor agrees that upon District’s request and at District’s expense, each employee of Medical Sponsor or sub-contractor who works in the SBHC may be subject to another criminal background check similar to that which District is legally obligated to perform on any new employee. Medical Sponsor agrees to cooperate with District in obtaining authorizations from such employees consenting to such background checks. Medical Sponsor agrees to honor any request by District to not use any individual to provide services in the SBHC based on the results of the background check.
Further Agreements of the Parties. 28 9.1 Employees. . . . . . . . . . . . . . . . . . . . . . 28 9.2 Nondisclosure. . . . . . . . . . . . . . . . . . . . 29 9.3.
Further Agreements of the Parties. 5.1 Conduct of Business prior to Closing. Between October 29, 1995 and the Closing, Sellers shall cause the Company to carry on its Business in the ordinary course, and consistent with prior practice. Without limiting the foregoing, except as contemplated by this Agreement, Sellers shall not cause or permit the Company to (and shall not cause or permit the Company to authorize or propose or enter into any contract, agreement, commitment or arrangement to do any of the following):
(i) except as otherwise set forth on Schedule 5.1 hereto, split, combine or reclassify any capital stock or issue any other security in respect of, in lieu of or in substitution for shares of the Company's capital stock, or repurchase, redeem or otherwise acquire any shares of capital stock of the Company;
(ii) issue, deliver, pledge, encumber, sell, or purchase any shares of the Company's capital stock or securities convertible into, or rights, warrants or options to acquire, any shares of capital stock or other convertible securities of the Company, other than the Shares;
(iii) acquire or agree to acquire by merging or consolidating with, or by purchasing any material portion of the capital stock or assets of, or by any other manner, any business, corporation, partnership, association or other business organization, or any division thereof;
(iv) amend the Articles of Organization or By-laws of the Company;
(v) mortgage, pledge or subject to any mortgage, pledge, lien, charge or other encumbrance of any kind any of the Company's assets, other than pursuant to existing Liens or in the ordinary course of business;
(vi) grant any increase in the compensation of any officers of the Company other than in the ordinary course of business and consistent with past practice;
(vii) enter into any employment or compensation agreement with any officer or employee of the Company (other than in connection with the hiring of new employees (but not pursuant to written employment agreements) in the ordinary course of business) or terminate the employment of any officer or employee of the Company (other than in the ordinary course of business);
(viii) modify, cancel or establish any Company Plan in regard to any of the current employees of the Company;
(ix) cancel or compromise any claim or liability of the Business other than in the ordinary course of business;
(x) make, pay or declare any dividends or make other distributions to Sellers in respect of their ownership of Shares except as otherwise ...
Further Agreements of the Parties. 7.1 Within no later than 15 (fifteen) days of the date of the Closing, the Parties undertake to ensure that an ordinary shareholders' meeting of the Company is held for the appointment of the new corporate bodies of the Company.
7.2 The Parties agree that the right to appoint the Managing Director of the Company lies with Buyer in agreement with the Region. The Parties, each within the limits of its powers and competences, undertake to ensure that the new Board of Directors of the Company, appointed pursuant to Article
7.1 above, meets to appoint as Managing Director of the Company the director appointed pursuant to Article 7.2 herein, granting him powers in matters of ordinary administration.
7.3 At the date of the Closing or as soon as possible after that date, the Parties, each within their own limits of capacity and control, shall ensure that the Company signs an employment contract with the Managing Director appointed in compliance with the provisions of Article
7.2 above, and whose remuneration shall be borne by the Company.
7.4 From the date of the Closing, Buyer undertakes to do all that is permitted within the limits of its powers and responsibilities so that:
(i) the Company increases employment levels when there is an increase in the so-called WLU [Work Load Unit, corresponding to 1 (one) passenger or 100 (one hundred) kg of goods];
(ii) the Company does not authorise any outsourcing procedure (in any form whatsoever) of the Company's organisational structures (and the employees inherent in such structures), taking into account the Company's corporate structure at 31 December 2017, for a period of 5 (five) years from the date of the Closing. Buyer undertakes to ensure that the Company applies the National Collective Labour Agreement for the Aviation sector signed by the most representative national employers' and trade union organisations. Without prejudice to the possibility of any Company crisis recognised by the Parties and the aforesaid trade union organisations, Buyer also undertakes to ensure that the Company does not modify, to the detriment of employees, the related remuneration and the regulation of seniority steps, as provided for in the trade union agreements in force at the date of the Closing. In the event of a breach, duly ascertained by the Region, of the commitments referred to in this paragraph by Buyer, the latter shall be required to do everything possible to restore the status quo, as permitted by the applicable legal provisi...
Further Agreements of the Parties. Maintenance of Corporate Existence. Between the date hereof and the ---------------------------------- Closing Date (or the earlier termination of this Agreement in accordance with Article XIII), the Representing Shareholders shall cause the Company (i) to ------------ maintain its corporate existence in its jurisdiction of incorporation, and (ii) to be in good standing in its jurisdiction of incorporation and in such other States in which the conduct of its business or the maintenance of its assets requires it to be in good standing.
Further Agreements of the Parties. The Shareholders, Zeros, and Buyer further covenant and agree as follows:
Further Agreements of the Parties. Each of the DEP Parties, jointly and severally, covenants and agrees with the Underwriters:
Further Agreements of the Parties. 6 6.1 Operation of the Business.......................................................................6 6.2 Expenses........................................................................................7 6.3 Access to Information; Confidentiality..........................................................7 6.4 Consents........................................................................................7 6.5