Background Contract Clauses (154)

Background. 1.1. The 767 Purchase Agreement sets forth the detailed specifications pursuant to which Boeing manufactures Customer's Aircraft. 1.2. Pursuant to Article 4, Detailed Specification Changes; of the AGTA, Boeing and Customer have agreed upon certain changes to the 767 Detail Specification by executing an option proposal (Option Proposal) for such change (Unincorporated Change). The Option Proposal details the pricing (Unincorporated Change Price), effective date for the Unincorporated Change, and ...applicable Aircraft by manufacturer serial number (MSN). 1.3. [*]. View More

Background. The Company has requested that the Lender agree to extend the term of the Credit Agreement to August 1, 2022 and make certain other changes to the Credit Agreement. Subject to all of the terms and conditions hereof, the Lender and the Company have agreed to such amendments on the terms set forth below.

Background. Definitions 4 3. Grant 8 4. Sublicenses 9 5. License Issue Fee 12 6. Royalties 13 7. Due Diligence 16 8. Progress and Royalty Reports 18 9. Books and Records 19 10. Life of the Agreement 19 11. Termination by Regents 20 12. Termination by Licensee 20 13. Disposition of Licensed Products upon Termination 21 14. Patent Prosecution and Maintenance 21 15. Marking 22 16. Use of Names and Trademarks 22 17. Limited Warranties 23 18. Patent Infringement 24 19. Indemnification and Insurance 25 20. Compli...ance with Laws 27 21. Government Approval or Registration 27 22. Assignment 28 23. Notices 28 24. Late Payments 28 i [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. View More

Background. Buyer, Seller and certain other parties have entered into a Share Purchase Agreement, dated as of December 10, 2021 (the "SPA"), pursuant to which Seller has agreed to sell to Buyer all of the shares owned by Seller in Devcool, Inc., a California corporation (the "Company"), on the terms and conditions set forth in the SPA. Buyer and Seller are executing this Note pursuant to Section 1.03(c) of the SPA. The parties hereto acknowledge and agree that all of the applicable terms and conditions of t...he SPA are deemed incorporated herein by this reference as if expressly set forth herein. Capitalized terms used but not defined herein shall have the meanings ascribed them in the SPA. View More

Background. Boeing agreed to provide Customer certain business considerations related to [*] Engine Hard Mount Kits (Kits) as detailed under the Letter Agreement. At the time of execution of said Letter Agreement, Customer had ordered [*] Kits on a cumulative basis. Subsequent to the date of execution of the Letter Agreement, Boeing has provided Customer three separate Master Change proposals relating to the Kits as follows: a. 6-1131-CMM-LLO-07919 – For the purchase of [*] Kits; executed by Customer on May... 1, 2013; b. 6-1131-CMM-LLO-08048 – For the purchase of [*] Kits; executed by Customer on May 16, 2013; and c. 6-1131-CMM-LLO-10136 – For the purchase of [*] Kits; executed by Customer on September 20, 2013. On a cumulative basis, the total number of Kits ordered by Customer, including the initial quantity of [*] Kits, through item 2 above is [*] Kits. Of the [*] Kits included in item c, (i) [*] of the Kits will fall under the terms of paragraph 2 of the Letter Agreement and (ii) [*] of the Kits will fall under the terms of paragraph 3 of the Letter Agreement, except as described in the paragraph immediately below. * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. 6-1162-SCR-186 October 1, 2013 BOEING PROPRIETARY 2. [*] Memorandum Applicable to Kits [*] Purchased by Customer. [*] 3. Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this business consideration as confidential. Each of Customer and Boeing agree that it will treat this business consideration and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this business consideration to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this business consideration and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law. AGREED AND ACCEPTED this 28 October 2013 Date THE BOEING COMPANY FEDERAL EXPRESS CORPORATION /s/ Stuart C. Ross /s/ Mark S. Blair Signature Signature Stuart C. Ross Mark S. Blair Printed Name Printed Name Attorney-In-Fact VP Title Title * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. 6-1162-SCR-186 October 1, 2013 BOEING PROPRIETARY 6-1162-SCR-193 November 29, 2013 Federal Express Corporation 3131 Democrat Road Memphis, TN 38118 Attention: Mr. Kevin Burkhart Managing Director – Aircraft Acquisitions & Sales Mr. Bradley Harris Senior Attorney Subject: [*] Matters References: Purchase Agreement 3157 between The Boeing Company (Boeing) and Federal Express Corporation (Customer) dated November 7, 2006 (Purchase Agreement) relating to the purchase of 777F aircraft (Aircraft). Any capitalized term used but not defined herein shall have the meaning ascribed to it in the Purchase Agreement. View More

Background. BioScrip, Inc. (BioScrip or the "Company")1 desires to employ you, John McMahon, and you desire to be employed by the Company. As a condition to such employment the Company requires protection of its business interests as set forth in this Restrictive Covenants Agreement (referred to herein as the "RC Agreement").

Background. The Company has advised me that it is ending my positions with the Company, effective October 1, 2018 (the "Effective Date"). The Company and I have agreed that I will provide transition services as an at will employee until December 31, 2018 (the "Separation Date"), as more fully described in Section 27 below. The Parties both desire an amicable separation and to fully and finally compromise and settle any differences that may exist between them on the terms set forth in this Agreement. I also ...acknowledge, agree and represent that I have been paid and have received all compensation and/or other amounts due that I have earned on or before the date I sign this Agreement, including but not limited to all wages, salary, bonuses, incentive compensation, accrued vacation, sick and personal day pay. I further agree that the Company's payment and my receipt of all compensation due, which was earned on or before the date I sign this Agreement, is not and has not been conditioned upon my execution of this Agreement. View More

Background. The Background provisions set forth above (including, but not limited to, the defined terms set forth therein) are hereby incorporated by reference in this Amendment and made a part hereof as if set forth in their entirety in this Section 1.