Neither Seller Sample Clauses

Neither Seller nor Buyer may assign this Agreement, or any rights hereunder, to any other party without the prior written consent of the other party.
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Neither Seller nor Buyer shall be liable in damages to the other for any act, omission or circumstances occasioned by or in consequence of, any acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, fires, arrests and restraints of rulers and peoples, civil disturbances, explosions, breakage or accident to machinery, vessels or lines of pipe, repair or alterations of machinery, vessels or lines of pipe, acts of third party transporters including Williston Basin, freezing or failure of xxxxx or lines of pipe, the binding of any court or governmental authority, and any other cause, whether of the kind herein enumerated or otherwise, not within the control of the one claiming suspension and which, by the exercise of due diligence, it is unable to prevent or overcome.
Neither Seller nor Buyer shall assign its rights and obligations under this Agreement without the prior written consent of the other, except that Buyer may upon written notice to Seller assign this Agreement to a company affiliated with Buyer ("Buyer's Affiliate").
Neither Seller nor either of the Shareholders has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond, and Seller is not in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.
Neither Seller nor Buyer nor any Affiliate of Seller or Buyer shall take a position in any tax proceeding, tax audit or otherwise inconsistent with the fair market value determinations described in the preceding paragraph; provided, however, that nothing contained herein shall require Seller or Buyer to contest any challenge to such determinations beyond the exhaustion of administrative remedies before any taxing authority or agency, and neither Seller nor Buyer shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority or agency which challenges such determinations of fair market value. In the event that any claim shall be made by any taxing authority against the Buyer or the Company or MTN, on the one hand, or Seller, on the other hand, that, if successful, would have the effect of altering such fair market value determinations, then the party that is the subject of such claim (the "Involved Party") shall give notice thereof to the other party (the "Other Party") in writing within ten Business Days thereof. Thereafter, the Involved Party shall have control of any contest relating thereto, but the Involved Party shall consider in good faith any request or suggestion by the Other Party for any conference, hearing or proceeding relating to such contest, shall (to the extent it is feasible to do so) permit the Other Party to participate therein at such Other Party's expense, shall not object to such Other Party's submission of briefs and memoranda of law relating thereto and shall provide the Other Party with any relevant information reasonably requested by such other Party.
Neither Seller not Buyer shall assign this Agreement ---------- without the prior written approval of the non-assigning party, which approval shall not be unreasonably withheld or unduly delayed. Seller hereby consents to an assignment by Buyer of its rights under this Agreement to ICB, LLC; notwithstanding the foregoing consent to assignment, Buyer shall nevertheless remain liable for compliance with and satisfaction of any and all terms and conditions of this Agreement required to be complied with to satisfied by Buyer and any such assignment shall have no effect on Buyer's duties, responsibilities, liabilities and obligations under this Agreement. Notwithstanding the foregoing, Seller shall have the right to assign this Agreement to any affiliate of Seller as a result of a corporate merger between Seller and such affiliate. Any assignment in violation of this Section 13 shall be null and void ab initio and of no further force or effect.
Neither Seller the Webbed Feet Members, nor any ---------- entities affiliated, related or controlled by any of such parties, has filed a petition or request for reorganization or protection or relief under the bankruptcy laws of the United States or any state or territory thereof, made any general assignment for the benefit of creditors, or consented to the appointment of a receiver or trustee, including a custodian under the United States bankruptcy laws, whether such receiver or trustee is appointed in a voluntary or involuntary proceeding.
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Neither Seller nor Buyer may assign any of its rights ---------- or delegate any of its obligations hereunder without the prior written consent of the other Party; provided, however, Buyer may elect (a) to assign any rights and obligations hereunder (i) to any entity owned or controlled by Buyer or (ii) any third-party acquiring a portion of the Business or (b) to appoint a nominee for rifle to all or part of the Acquired Assets. In the event Buyer assigns its rights under this Agreement in accordance with this Section 16.7, Buyer shall continue to be liable under this Agreement, and Buyer's assignee shall execute an agreement under which the assignee shall (a) assume all of Buyer's obligations under this Agreement relating to the property acquired by such assignee and (b) receive the Acquired Assets subject to all of the terms, limitations and conditions of this Agreement.
Neither Seller. Kilat nor either of the Shareholders will engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business with respect to the Assets or the operation of Seller's business from the date of this Agreement until the expiration of the Option Term or, if Buyer exercises the Option, until the consummation of the transactions described in the Purchase Agreements. Without in any manner limiting the foregoing, Seller, Kilat and the Shareholders covenant and agree that during such period,
Neither Seller. (i) has made any payments, is obligated to make any payments, or is a party to any agreement that could obligate it to make any payments that may be treated as an “excess parachute payment” under Section 280G of the Code;
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