Other Conditions Contract Clauses (43)

Other Conditions. The Definitive Agreement shall include, but will not be limited to, the following: (i) the parties having completed a due diligence investigation the results of which are satisfactory to the parties their sole discretion; Page | 3 (ii) at the time of the Transaction, AC will have no liabilities, contingent or otherwise, unless such liabilities have been specifically agreed to by NHL in writing; (iii) AC will not be debarred or lose its status with any third-party or government payor/services for... the provision of medical services because of the Transaction; (iv) AC will have received all regulatory approvals required to complete the Transaction; (v) the parties agree to cooperate to prepare for filing the necessary current reports with the Securities and Exchange Commission with respect to the Transaction, including a Form 8-K/A, within the regulatory required time limits following the closing of the Transaction; (vi) the representations and warranties of contained herein shall be true and correct in all material respects as of the closing of the Transaction; and (vii) no material adverse change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or prospects of AC from the date hereof to the closing of the Transaction. Each party's obligations in this respect shall survive the closing of the Transaction or any termination of the proposed Transaction between the parties or the termination of this LOI. Each party's obligations in this respect shall survive the closing of the Transaction or any termination of the proposed Transaction between the parties. It is expressly understood that both parties' counsel will be together, responsible for preparing the documents required to complete the Transaction including the filing statement required to be filed with the Securities and Exchange Commission in connection with the Transaction. Page | 4 10. Exclusivity: The parties hereby agree that until the Termination Date (as defined below) and the date the parities enter into the Definitive Agreement, that neither party, their respective directors, officers, agents and representatives will not, directly or indirectly: (i) solicit, initiate or encourage the initiation of any expression of interest, inquiries or proposals regarding, constituting or that may reasonably be expected to lead to any merger, amalgamation, take-over bid, tender offer, arrangement, recapitalization, liquidations dissolution, share exchange, sale of material assets involving the parties or a proposal or offer to do so (the "Acquisition Proposal") (including without limitation, any grant of an option or other right to take any such action); (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; (iii) accept or enter into, or propose publicly to accept or enter into, any agreement, letter of intent, memorandum of understanding or any arrangement in respect of an Acquisition Proposal; and (iv) otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any person to do any of the foregoing. View More

Other Conditions. Payouts under this Incentive Plan may not be assigned or alienated, except that payouts earned and payable may be assigned under the laws of descent and distribution of the employee's domicile. 5.2 No Right of Employment. Neither the Incentive Plan nor any action taken under the Incentive Plan shall be construed, expressly or by implication, as either giving to any participant the right to be retained in the employ of the Company or any affiliate, or altering or limiting the employment-at-will r...elationship between the Company and any employee. 5.3 Taxes, Withholding. The Company (or any subsidiary or affiliate of the Company) shall have the right to deduct from any payout under the Incentive Plan any applicable federal, state or local taxes or other amounts required by applicable law, rule, or regulation to be withheld with respect to such payment. 5.4 Code Section 409A. The Incentive Plan is intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. 5.5 Administration. The Incentive Plan shall be administered by or under the authority of the Committee which shall have the full discretionary power to administer and interpret this Incentive Plan and to establish rules for its administration. Notwithstanding anything to the contrary contained herein, the authority of the Committee under this Section 5.5 shall include, without limitation, the right at any time during the pendency of the Incentive Plan to amend or cancel the Incentive Plan, in whole or in part, to change the criteria for Eligible Employees, to change the incentive pool funding metrics or payout percentages and any other change the Committee determines advisable in its sole and absolute discretion. Any and all such actions shall not be subject to challenge by any Eligible Employee.5.6 Effectiveness. The Incentive Plan will not be deemed effective for any fiscal year until such time, if any, as the determination of the Incentive Plan financial performance metrics and Incentive Pool allocations contemplated by Section 3 above have been released for communication to Incentive Plan participants, which date shall be no later than March 31st of each fiscal year. View More

Other Conditions. All taxes, duties, fees and other expenses whatsoever connected with the fulfillment of the Contract on the territory of the Seller's country are to be paid by the Seller and beyond it – at the expenses of the Buyers, unless otherwise provided in accordance with the delivery basis agreed upon by the Parties. 12.2. Neither of the parties is entitled to transfer its rights and obligations under the Contract to any third party without the written consent of the other Party. 12.3. Any alternations a...nd/or additions to the Contract are valid only if they are made out in written form and signed by the duly authorized representatives of the Parties. 12.4. The Parties undertake to maintain confidentiality with respect to the information contained in this contract and also concerning information about financial, economic or other activities of a Party that was provided to the other Party or became known in connection with preparation or execution of this Contract. The Parties have the right to transfer information related to this Contract subject to the prior consent of the other Party. 12.5. Restrictions on disclosure of information, mentioned in item 12.4 of the present Contract, will not apply if such disclosure is (i) made to affiliated companies, professional advisors, or (ii) necessary to comply with the requirements of any applicable legislation. 12.6. The provisions of this section regarding Confidentiality will remain in force for 3 (three) years after expiration of this Contract. 12.7. In case of necessity of transfer by one of the Parties to the other Party of information constituting a commercial secret, the Parties undertake to conclude a Non-disclosure Agreement, otherwise such information will not be provided. 12.8. The Parties acknowledge that the information contained in this contract may be disclosed by one of the Parties without the consent of the other party to the following third parties: organizations that maintain accounting and tax records, auditors, accounting and tax accounting consultants, if necessary to ensure the effective implementation of this contract and provided that such third parties to whom the said information is to be disclosed, are aware of the confidential nature of such information and have assumed a written obligation to comply with the confidentiality restrictions applicable to the information provided to them. 12.9. All Appendixes mentioned in the Contract are its integral parts. 12.10. After the signing of the Contract all preceding negotiations and correspondence concerning the Contract are deemed to be null and void. 12.11. The imposition of economic and political sanctions, retorsions, embargo and (or) other restrictions towards Russian Federation and (or) the Seller / Seller's Affiliates is not and under no circumstances can be a ground for relieving the Buyer from fulfilling obligations under this contract should the commencement of such circumstances be not duly confirmed under para. 10.2.-10.3. hereof. 12.12. Moscow is considered to be the place of the Contract signing. 12.13. Facsimile signature or signature by email of the Contract and all Appendixes and Addendа is permissible. 12.14. The present Contract is signed in two identical copies, one for each Party, each copy is in Russian and English. English text takes precedence over Russian text. THE SELLER /s/ Anton Shargin, Director of Department of Isotope Products Sales, December 12, 2022 THE BUYER /s/ Jennifer Streeter, COO, Dated: December 6, 2022 APPENDIX 3 to Contract No 840/08625142/31/114-22 Date: PRODUCT QUALITY REQUEREMENTS 1. Physical form 1.1. Dried product with solids content of approximately [**] per shipment. View More