Continuing Relationships. The Seller agrees to use its reasonable efforts for a period not to exceed 60 days from closing to assure an orderly transition and favorable business relationship between the Purchaser and Seller's existing phone customers and suppliers. The Seller shall not, from and after the Closing Date, solicit orders from such customers. In addition, the Seller shall, from and after such time, direct to the Purchaser all inquiries from such customers and other persons regarding the business of Seller. The Seller shall, from and after the Closing Date, maintain the absolute confidentiality of all matters relating to the Assets and business for three (3) years following the Closing Date. Except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or disclose any information which Purchaser may have acquired concerning the Seller, or the business practices of Seller, that are not directly related to the Assets. Without limiting the foregoing and except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or divulge to any third person any financial information concerning the Seller, including, but not limited to, the Financial Statements (except for financial information directly related to the Installed Pay Telephones). None of the foregoing restrictions on disclosure by Seller or Purchaser shall apply to disclosures mandated by a court, taxing authority or other governmental entity with authority to require such disclosure. Except for passive investment as less than a 10% shareholder in any publicly traded company, neither Seller nor its sole shareholder, Xxxxxxx Xxxxxxx, shall for a period of sixty (60) months from the date of Closing directly or indirectly, own, manage, operate, join, control, participate in, advise, or be connected in any manner with any person, firm, corporation or other entity which is, or becomes engaged in the operation of pay telephones to any customers of Seller within Maryland, Virginia or the District of Columbia or any person or entity within such States. This covenant on the part of the Seller, its officers and shareholders shall be construed as an agreement independent of any other provisions of this Agreement. The parties hereto agree that this restrictive covenant may be enforced in law or in equity, including, but not limited to, injunctive relief against Seller. The parties hereto agree that in the even...
Continuing Relationships. If this Agreement is terminated other than for Agent’s breach, all commissions due to Agent pursuant to Section 3(d)(ii) above for orders placed after the date of termination of this Agreement shall be paid for a period of ten (10) years after the termination date of this Agreement or for the term of the Client or Customer relationship with Company, whichever is shorter.
Continuing Relationships. For the periods subsequent to the ------------------------ Closing provided for therein, the Purchaser shall cause the Company to procure from affiliates of the Stockholders the services provided for in Sections 6.6(e) --------------- through (h) and shall comply with the provisions of Sections 6.6(a) and (b). --------------- ---
Continuing Relationships. (a) Seller shall, and shall cause the applicable Acquired Companies to, enter into or extend, as applicable, the Warner Bros. Arrangements, each for a fixed four-year term following the Closing Date and on substantially the same terms as the current Warner Bros. Arrangements, except that, with respect to the Warner Sunset Soundtrack Contract, Warner Bros. Entertainment Inc. shall have the right to distribute itself up to two soundtracks of its choice in each of the second, third and fourth years of such Contract. The Warner Music Publishing Business shall enter into a perpetual synch license in favor of Warner Bros. Studio and its Affiliates on the terms set forth in Schedule 6.13(a).
Continuing Relationships. (a) Sellers shall use their reasonable commercial efforts to facilitate the transfer of the Business from Sellers to Purchaser by providing assistance to Purchaser subsequent to the Closing in (i) communicating with each customer regarding the transfer of the Business, outlining how future orders should be placed, describing changes in invoicing procedure, summarizing Sellers' ongoing obligations to the Business (including without limitation those obligations relating to Returns effected under Section 6.7(b)) pursuant to this Agreement and any other facts or information that would assist customers in complying in all respects with any new requirements arising from the transactions contemplated by this Agreement, provided, that the content of such -------- communications shall be the product of representatives of both Purchaser and Sellers, and both sides will be in agreement on such content prior to it being sent; (ii) forwarding payments from Purchaser's customers that may be misdirected to Sellers; and (iii) otherwise providing reasonable general assistance as requested by Purchaser with matters concerning the Business. Any out-of-pocket expenses incurred by Sellers in connection with providing any such assistance at the request of Purchaser shall be reimbursed by Purchaser within thirty (30) days following request from DMPC.
Continuing Relationships. The Seller, the Manufacturer, and the Principals shall use their best efforts to assure the development and continuation of favorable relationships between the Buyer and the Seller's existing customers and suppliers. In addition, the Seller and the Principals shall, from and after such time, direct to the Buyer all inquiries from such customers and other persons regarding the Tab Force validation units. The Seller and the Principals shall, from and after the Closing Date, maintain the absolute confidentiality of all matters relating to the Business.
Continuing Relationships. In the event relationships with SCHLUMBERGER affiliates not involved in the RPS Business survive the Closing, the Parties shall continue such relationships at standard arm's length conditions.
Continuing Relationships. The Authority and the Developer acknowledge that the Revitalization Plan contemplates and encompasses certain long-term continuing relationships between the Authority and the Developer or Affiliates of the Developer following completion of construction of each Phase that are integral to the realization of the goals of the Revitalization Plan and material inducements to the Developer's application for designation as the Authority's Development Partner and to the Authority's selection of Developer. The terms and conditions of such continuing relationships with respect to each Phase are to be more fully described and set forth in various development documents which will be executed in connection with the respective Closings for each Phase. The present understandings between the Authority and the Developer with respect to such relationships as they relate to the Rental Phases, and as will be memorialized and further detailed in separate agreements at the Closings of each Rental Phase, are summarized in the following provisions of this Section 8.
Continuing Relationships. CML has no knowledge that (other than upon contract completion) any such provider or customer intends to cancel or otherwise modify its relationship with Electro and/or CML Fiberoptics or to decrease materially or limit its services, supplies or materials provided to Electro and/or CML Fiberoptics or its usage or purchase of the services or products of Electro or CML Fiberoptics. The acquisition of the Transferred Assets by the Company will not, to the knowledge of CML, have a Material Adverse Effect on the relationship of Electro or CML Fiberoptics with any such provider or customer.
Continuing Relationships. The Seller agrees to use its reasonable efforts for a period not to exceed 90 days from Closing to assure an orderly transition and favorable business relationship between the Purchaser and Seller's existing phone customers and suppliers. Seller shall provide adequate training of personnel on the procedures of Seller's business. The Seller shall not, from and after the Closing Date, solicit orders from such customers. In addition, the Seller shall, from and after such time, direct to the Purchaser all inquiries from such customers and other persons regarding the business of Seller in South Carolina and North Carolina. The Seller shall, from and after the Closing Date, maintain the absolute confidentiality of all matters relating to the Assets and business for three (3) years following the Closing Date.
