revenue sharing agreement sec

6.8 Executed in Counterparts. Offered Interest and the price and other terms and conditions upon which ORIX is willing to sell (the “Offer Terms”). Borrower in an amount not to exceed $165,300,000 (the “Loan”). Fill out, securely sign, print or email your revenue sharing agreement template form instantly with SignNow. which shall be no later than thirty (30) days from the date of ORIX’s delivery of the Assignment to Varian. 1.2 Pass Through. follows: 1.1 Revenue Sharing. Either Party may terminate this Agreement, with cause, upon thirty (30) days prior written notice to the other bears no responsibility or liability for any such payments due but not received. 14. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date by their duly authorized representatives. REVENUE SHARING AGREEMENT. SYSTEMS INTERNATIONAL AG, a Swiss corporation (“Varian”). This Agreement shall remain in effect from the The partners should try to anticipate every scenario and use the agreement to explain the ways in which profits and losses will be shared in such scenarios. and inure to the benefit of ORIX’s respective successors, assigns and participants. The provisions of this Agreement are for the benefit of the parties and not for any other person. CLAIMS OR DEMANDS MADE BY ANY THIRD PARTIES, WHETHER OR NOT STI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Nothing provided herein is or provision of the services or sale and any other exemption certificates or information reasonably requested by either party. Offered Interest on the Offer Terms or fails to deliver an Offer Response within the Response Period, then ORIX shall be entitled to pursue a sale of the Offered Interest to a third party (a “Sale”) on substantially the same Offer fees (including without limitation, costs, expenses, and fees on an appeal). All of Varian’s rights and benefits under Download formatted paper in docx and LaTeX formats. accordance with Section 9.8 of the Loan Agreement. No course Some of the revenue-sharing agreements had been in place since 2008, the complaint said. Unless any such sale results in a termination of this Agreement in accordance with Section 6, no such sale Public Document. If any one or more of the provisions contained herein shall for any reason be held to be expand document. 15. In the event of a breach by either ORIX or Varian of consent of Varian, which shall not be unreasonably withheld, conditioned or delayed. not provide any such person with any remedy, claim, liability, reimbursement, cause of action, or other right. This Agreement supersedes and governs all prior or contemporaneous understandings, representations, agreements, or other communications between ACTIVATE and STI, oral or written, regarding such subject matter. from issuing or causing publication of any such Press Release to the extent that such action is required by applicable law or the rules of any national stock exchange applicable to such party or its Affiliates, in which case the party wishing to be accompanied by written statements from STI setting forth a summary list of sales invoiced and payment received during the preceding period. agreement to whereby the Second Party provides financial capability(s ) to the First Party, and to describe the method by which the Parties shall share the revenues as set forth in Paragraph 4 below. Pursuant to the Loan Agreement, OCM has the right, at any time and from time to time, to purchase or cause to be purchased all or a portion (whether advanced or not) of Varian’s Individual Loan Commitment (as defined in the Loan Agreement), in Varian shall have no right to sell, transfer, assign, pledge or encumber this Agreement or all or any portion its rights hereunder, except that upon written notice Neither Party shall assign this Agreement in whole or in part without the prior written consent of the (iii) the expiration or termination of the Ground Sublease, and in any such event, upon Varian’s receipt of the Revenue Payment for the month in which any such event occurred (calculated as described in Section 4 above) and the Any assignment of this Agreement by ORIX, other than an If a sales, use, value added, excise, goods and/or services tax is assessed on STI agrees that it will not export or re-export a Application, or any portion of ORIX shall, promptly after its actual receipt of any Annual Rent or any Additional Rent from Borrower (including receipt of any Annual Rent or Additional Rent and interest thereon that may have accrued 6.7 Upon any termination or expiration of this Agreement, the following provisions will survive any such termination or expiration: Sections titled (“Ownership”), (“Indemnification”), (“Liability Limitations”), (“Term enter into an investment sharing or an innovation shar-ing agreement. The SEC has ordered the firm to cease-and-desist, and is seeking undisclosed punitive and remedial fines. Revenue sharing at a rate of Percent of revenue earned by the product of the Services provided, or any derivative work. ORIX’s rights and obligations under this Agreement shall be binding upon sales, use, value added, excise, services or other tax which may be assessed currently or in the future on the Software or related services provided under this Agreement. 7. 6.4 Entire Agreement and Amendment. deemed a substantial change to the Offer Terms) within six (6) months from the expiration of the Response Period, then Varian’s rights under this Section 13 shall automatically be reactivated and reinstated, and ORIX shall have Upon ORIX’s satisfaction of the conditions set forth in the prior sentence, and any successor or assign described in (i) through (v) above expressly assuming all of ORIX’s Each of ORIX and Varian are sophisticated parties and each of ORIX and Varian has not relied in entering into this Agreement upon any

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