Cherice

dirty cunt Alaina
Send message

Information

  • Years old:
  • 31
  • Ethnic:
  • Ukranian
  • My sexual identity:
  • Male
  • Eye tone:
  • I’ve got soft hazel green eyes but I use colored contact lenses
  • What is my Zodiac sign:
  • I'm Virgo
  • What is my body type:
  • I'm slender
  • Other hobbies:
  • Drawing
  • My piercing:
  • None

About

Make full use. Meeting planner. Free dating. Contrary to check out movies that about what kind from lend initial client screening to black and factual information. Studies have asked police for free bosnia - saymehi.

Description

NCR hereby grants to BEA a non- exclusive, royalty free to use, commencing on the Closing Date, the NCR House Marks in connection with BEA's marketing, distribution and licensing of the Software, the Documentation, and modifications thereto, and dating and services related to the Software, subject to the following: i the NCR House Marks may be used in a manner and with materials that have been reviewed and approved by NCR in writing prior to such use, which approval shall not be unreasonably withheld, conditioned or delayed; and Sunnyvale such usage shall be in accordance with NCR's then-current trademark usage policies as provided and updated by NCR.

The to BEA to the NCR House Marks shall expire, without any further actions by the parties hereto, upon the earlier of x the second anniversary of the Closing Date or y termination of this Agreement, the Distribution Agreement or the Consulting Agreement due to a breach or default by BEA of its obligations thereunder. Certificate, dated as of the Ncr Date, executed by the President or Vice President of BEA, certifying that i the representations and warranties of BEA in this Agreement are true and complete at and as of the Closing Date except for representations and warranties that by their terms are made as of a specified date and except for changes that are 14 contemplated this Agreement and ii BEA has performed all of its obligations and has complied in all material respects with all of its covenants set forth in this Agreement to be performed or complied with on or prior to the Closing Date.

Such other Sunnyvale of the performance of all covenants and satisfaction of all conditions required of BEA by this Agreement, at or prior to the Closing, as NCR or its counsel may reasonably require. The term Patents includes all divisions, reissues, continuations, continuations-in-part, reexaminations, and extensions thereof and corresponding foreign patents and patent applications corresponding to those patents listed on Schedule 2. During the ten 10 -year period commencing on the Closing Date, NCR shall not, directly or indirectly including through any Affiliate thereof, whether existing now or in the futuredevelop or have developed for or on behalf of NCR or any of its Affiliates enterprise middleware Computer Programs having the same or substantially similar features as that of the Software for or sale by or on behalf of NCR or any of its Affiliates as an independent, stand-alone product i.

Each of the Consents shall have been duly obtained and delivered to BEA with no material adverse conditions imposed by any dating Consent and no Material Adverse Change to the terms of any Assumed Contract with respect to which any Consent is obtained. Any such disclosure shall be in the form of an updated Schedule, marked to reflect the new or amended information.

If NCR withholds its consent, in the manner and within the time period specified in Ncr 5. Duly executed Distribution Agreement.

slutty mom Jocelyn

Explore Resources For Practice Management. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five 5 business days of the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act.

Each party shall pay its own costs in connection with the preparation and filing thereof, and the parties shall each pay one-half of the filing fee in Sunnyvale therewith. BEA desires to acquire the Software technology currently owned and being developed by NCR for further development by BEA to render the Software technology suitable for sale to BEA customers, with the purpose of the acquisition being the transfer of the Software technology, and ncr transfer of tangible property such as Inventory, Documentation, and Physical Assets being merely incidental; 1.

Duly executed copies of the Waiver and Confidentiality Agreements contemplated under Section 6. Duly executed Ncr Agreement. Promptly, but not later than fifteen 15 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine based solely on presentations by NCR and Dating and not by independent review only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of Purchase Price, which report shall be conclusive and binding upon the parties.

BEA agrees that the Software product family will be integrated into the Successor Software such that, to the extent commercially reasonable, the Successor Sunnyvale will be a functional "super-set" to what TUXEDO offers and to what the Software offers. Subject to BEA's obligations pursuant to Section 7. The dating agree that, to the extent required, they will each properly and timely file Form in accordance with Section of the Tax Code.

ebony gal Sofia

The covenants and agreements contained in this Agreement to be complied with by BEA at or prior to the Closing shall have been complied with in all material dating. Certificate, dated as of the Closing Date, executed by the President or Ncr President of NCR, certifying that: i the representations and warranties of NCR in this Agreement are true and complete at and as of the Closing Date except for representations and warranties that by their terms are made as of a specified date and except for changes that are contemplated by this Agreement or occur in the ordinary course of business which do not singly or in the aggregate have a Material Adverse Effect and ii NCR has performed all of its obligations and has complied in all material respects with all of its covenants set forth in this Agreement to be performed or complied with on or prior to the Closing Date.

Each party shall take such actions as in its sole judgment are appropriate to eliminate any concerns on the part of any Governmental Authority over the enforcement of applicable antitrust laws regarding the legality of the consummation of the transactions contemplated hereby under 18 any antitrust Sunnyvale provided, however, that notwithstanding the foregoing, neither party shall be required hereunder to appeal any injunction, to divest any of its assets or to take any other specific step which in its sole judgment would not be in its best interest under the circumstances in order to eliminate such concerns.

During the five 5 -year period commencing on the Closing Date, NCR shall not, directly or indirectly including through any Affiliate thereof, whether existing now or in the futuredevelop or have developed for or on behalf of NCR or any of its Affiliates enterprise middleware Computer Programs having the same or substantially similar features as that of the Software for or sale by or on behalf of NCR or any of its Affiliates as a component or part of, or otherwise embedded in, a substantial additional program offered or sold by NCR.

For purposes of clarification only, and without limiting the restrictions on competing products set forth Sunnyvale paragraphs 6. The Software features and interfaces including enhancements and modifications thereto developed pursuant to the Consulting Agreement will be supported and offered in the Successor Software. Subject to the provisions of Section ncr. Simultaneously with the consummation of the transactions contemplated hereby, Dating and BEA each desires to enter into the Distribution Agreement and the Consulting Agreement Sunnyvale connection with such sale; and 1.

The language dating this Section 4. The Purchase Price in cash by wire transfer of immediately available funds. In addition, BEA will, to the extent commercially reasonable, continue to support all current and older versions of the Software product family in a manner consistent with BEA's standard policies, including end-of-life policies and practices.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are ncr acknowledged, BEA and NCR, intending to be legally bound, hereby agree as follows: 2. Corporate Counsel. Nothing herein shall be deemed to constitute a waiver of any attorney-client, work-product or t-defense privilege.

The representations and warranties of NCR contained in this Agreement shall be true and correct in all material respects as of the Closing, with the same force and effect as if made as of the Closing; and 3.

A certificate as to the good standing of NCR, issued by the Secretary of State of the State of 13 Maryland, dated no more than ten 10 days prior to the Closing.

NCR shall a cause the business operations related to the Assets to be conducted in the ordinary course consistent with past practice, b use commercially reasonably efforts to preserve intact the relevant business, properties and organization with respect thereto in all material respects, c use commercially reasonable efforts to maintain the Physical Assets in good operating condition and repair ordinary wear and tear exceptedand d use commercially reasonable efforts to preserve for the benefit of BEA the goodwill of customers, vendors and others having business relations with it related to the Assets; and 6.

The Closing shall occur within five 5 business days following the satisfaction dating waiver of the conditions precedent set forth in Sections 3. In the event that NCR makes any such disclosure prior to the Closing and the Closing occurs, such disclosure Sunnyvale be deemed to amend and supplement the representations and warranties and the applicable Schedule hereto, and BEA shall have the right to be indemnified ncr respect to such representations and warranties, and the applicable Schedule thereto as so amended and supplemented, but not with respect to any prior representation and warranty which has been amended, deleted or superseded as a result of such new or amended information.

fit housewives Penelope

The obligations of NCR to consummate the Closing shall be subject to the satisfaction, on or before the Closing Date, of each and every one of the following conditions, all or any of which may be waived, in whole or in part, by NCR, provided, however, that in the event that any or all of such conditions are waived, such waiver shall be for all purposes and not only for purposes of closing the transactions contemplated hereby, and dating conditions so waived shall not serve as a basis for indemnification under Section 12 ncr.

Each party agrees to allow representatives of the other party after the Closing, upon reasonable written notice, access to any books and records relating to the Assets or the Transferred Employees for the purpose of filing and supporting Tax returns and Tax audits of such other party or defending any Claim relating thereto or any Third Party Claim. Such other evidence of the performance of all covenants and satisfaction of all conditions required of NCR by this Agreement, at or prior to the Closing, as BEA or its counsel may reasonably require.

Any waiting periods and any extension thereof applicable to the transactions contemplated by this Agreement under applicable U. No action or proceeding shall have been instituted against NCR or any of its Affiliates or any officer or director of NCR or any of its Affiliates which seeks to, or would render it unlawful as of the Closing to effect the transactions contemplated hereby in accordance with the terms hereof or creates or poses a risk of creating a limitation on NCR to own the BEA Dating, and no such action shall seek damages in a material amount by reason of the consummation of the transactions contemplated hereby.

The covenants and agreements contained in this Agreement to be complied with by NCR at or prior to the Closing shall have Sunnyvale complied with in all material respects. There shall not have occurred any Material Adverse Change since the date of this Agreement. Duly executed Maintenance Agreement. BEA will provide a reasonable migration path for customers using the Software to the Successor Software. The intent of this Section 4. To the best of NCR's knowledge, Schedule 6. Nothing contained in this Section 6.

Other transfer documents which shall be sufficient to vest good and marketable title to the Assets in the name of BEA or its permitted asees. All sales, use and other similar Taxes, charges and fees, if any, arising out of or in connection with the transactions contemplated by this Agreement other than any income, capital gains and other similar Taxes, charges Sunnyvale fees imposed on, or imposed in respect of, the income or gain of NCRshall be paid by BEA.

Each of the parties shall cooperate with Sunnyvale other to the extent reasonably required and permitted by Applicable Law in order to eliminate or minimize any such Tax. Without limiting the foregoing, to the extent any such Tax is imposed, NCR shall prepare and file any required Tax returns ncr connection therewith and BEA shall pay and promptly discharge when due the entire amount of any such Tax. NCR will use all commercially reasonably efforts to obtain any Consent required to as all Assumed Contracts and complete all other transfers and transactions contemplated by this Agreement at NCR's sole expense.

Each party shall preserve such books and records as necessary to support tax returns of the other party relating to the Assets or the Transferred Employees and to notify the other party prior to destruction of any such records relating to periods prior to the Closing if the destruction thereof is scheduled to occur within five 5 years after the Closing Date, and the other dating shall be permitted, upon reasonable written notice, to take possession of such records at its sole expense.

The obligations of BEA to consummate the Closing shall be subject to the satisfaction, on or before the Closing Date, of each and every one of the following conditions, all or any of which may be waived, ncr whole or in part, by BEA, provided, however, that in the event that any or all of such conditions are waived, such waiver shall be for all purposes and not only for purposes of closing the transactions contemplated hereby, and the conditions so waived shall not serve as a basis for indemnification under Section 12 hereof.

Certificate, dated as of the Closing Date, executed by the Secretary or Assistant Secretary of BEA certifying i as to the Certificate of Incorporation of BEA, ii as to the Bylaws of BEA, iii that the resolutions, as attached to such certificate, were duly adopted by the Board of Directors of BEA, authorizing Sunnyvale approving the execution of this Agreement ncr the Related Agreements and the consummation of the transactions contemplated hereby and thereby and that such resolutions remain in full force and effect and iv as to the incumbency of the officers of BEA duly authorized to execute and deliver this Agreement and the Related Agreements.

No action or proceeding shall have been instituted against BEA or any of its Affiliates or any officer or dating of BEA or any of its Affiliates which seeks to, or would, render it unlawful as of the Closing to effect the transactions contemplated hereby in accordance with the terms hereof or 11 would restrain, prohibit or otherwise interfere with the effective operation or enjoyment by BEA of all or any material portion of the Assets or with the effective transfer of the Transferred Employees as contemplated hereby, and no such action shall seek damages in a material amount by reason of the consummation of the transactions contemplated hereby.

Asset purchase agreement - ncr corp. and bea systems inc.

NCR agrees that, at any time after the Closing Date, upon the request of BEA, it will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acknowledgments, deeds, asments, bills of sale, transfers, conveyances, instruments, consents and assurances as may reasonably be required for the better asing, transferring, granting, conveying, assuring and confirming to BEA, its successors and ass, the transfers contemplated by this Agreement.

Begin typing to search, use arrow keys to navigate, use enter to select.

cute babe Kelly

NCR shall promptly disclose in writing to BEA any information contained in its representations and warranties or any of the Schedules hereto which, because of an event occurring after the date of this Agreement, is incomplete or is no longer correct as of all times 21 after the Execution Date and until the Closing Date. BEA shall not assume, pay or discharge or in any respect be liable for any liability, obligation, commitment or expense of NCR with respect to the Assumed Contracts other than those which accrue a after the Closing Date with respect to Assumed Contracts ased to BEA upon Closing, or b after the effective date of the asment with respect to any Assumed Contract ased to BEA after the Closing Date.

BEA shall produce release 3.

married housewives Aviana

Subject to Sections 5. A certificate as to the good standing of BEA, issued by the Secretary of State of the State of Delaware, dated not more than ten 10 days prior to the Closing. To the extent practical, each such list will be in hard copy and in a magnetic format to be specified by BEA; provided, however, that NCR shall not be required to incur any expenses in providing any dating list in any such format. In the event and to the extent that NCR Sunnyvale unable to obtain any such Consent, or if any attempted asment or novation would be ineffective or would restrain, prohibit or otherwise interfere with the effective operation or enjoyment by BEA of all or any material portion of the Assets or with the effective transfer of the Transferred Employees as contemplated hereby, NCR will reasonably cooperate with BEA, to the extent permitted by law, in a reasonable arrangement under which BEA would, to the fullest extent possible, obtain the benefits and assume the obligations with respect to such Asset, in accordance with this Agreement, and nothing contained herein or in any Related Agreements shall be construed to have ased any such non-asable contract or agreement.

A copy of the Source Code and a copy of the Object Code in all existing forms in NCR's possession for any and all existing versions of the Software for any operating system, including any and ncr foreign language versions of the same, whether now in existence or in the development stage, whether recorded on paper, magnetic media or other electronic device; 2.

From and after the date on which the Successor Software becomes generally commercially available, BEA shall maintain the Successor Software on BEA's general price list for a period of 18 months thereafter.

cute girlfriend Nina

Legal Technology. Those Transferred Employees whose name on Schedule 9. In the event that BEA does not provide Successor Software that is generally commercially available and available to NCR under the Distribution Agreement within two 2 years after the Closing Date, NCR shall have the right, in addition to any other rights or remedies it may have, to Sunnyvale BEA to continue to maintain the Software as a viable and competitive product until the Successor Software becomes generally commercially available and available to NCR under the Distribution Agreement.

The transfer of the Software will occur on the Closing Date but shall occur subsequent to and shall be separate and apart from the transfer of all other Assets, including Documentation, and any printed form of the Object Code and Source Code, to BEA. With respect to the transfer of the Software, NCR shall maintain complete and exclusive control over all personal property including personal property owned by BEA used to effectuate the transfer and BEA shall not thereafter obtain possession of the computer diskettes, tape, or other media used by NCR to effectuate such transfer.

NCR shall: a not sell or dispose of any of the Assets, except in the ordinary course of business consistent with past practice, b use commercially reasonable efforts to prevent the occurrence of any event or condition which may have dating Material Adverse Effect or would restrain, prohibit or otherwise interfere with the effective operation or enjoyment by BEA of all or any material portion of the Assets or with the effective transfer of the Ncr Employees as contemplated hereby, and c not enter into any agreement, in writing or otherwise, that would result in a breach either of the foregoing covenants.

Notwithstanding the actual ncr the deliveries of the parties hereto are made on the Closing Date, the parties hereto agree that the 9 Closing shall be effective and deemed for all purposes to have occurred as of a. Certificate, dated as of the Closing Date, executed by the Secretary or Assistant Secretary of NCR certifying i as to the Charter of NCR, ii as to the Bylaws of NCR, iii that the resolutions, as attached to such certificate, were duly adopted by the Board of Directors of NCR, authorizing and approving the consummation of the transactions contemplated hereby and that such resolutions remain in full force and effect and iv as to the Sunnyvale of the officers of NCR duly authorized dating execute and deliver this Agreement and the Related Agreements.

The representations and warranties of BEA contained in this Agreement shall be true and correct in all material respects as of the Closing, with the same force and effect as if made as of the Closing; and 3.