Non-Competition CREDITCOMM acknowledges that the Services Sample Clauses

Non-Competition CREDITCOMM acknowledges that the Services performed for AMEX may relate to past, present or future strategies, plans, business activities, methods, processes and information which afford AMEX certain competitive or strategic advantages. AMEX agrees that CREDITCOMM and TM VENDORS shall be exempt from the limitations of these non-competition provisions with regard to TM VENDORS' existing customer base for the Term of this Agreement and any Renewal Terms, to the extent of existing marketing programs or agreements in place as of the Effective Date. To further ensure the protection of AMEX's interests, TM VENDORS agree: (1) during the Term and any Renewal Term and for a period of six months thereafter, TM VENDOR shall not commingle services or provide materials or information, directly or indirectly, for or in support of any AMEX Competitor or in connection with a Competitive Service, that are substantially similar in form, substance, purpose or intent as performed or provided under this Agreement without prior consent of AMEX, which may be given or withheld for any reason in AMEX's sole discretion; (2) during the Term and any Renewal Term and for a period of six months thereafter, CREDITCOMM and TM VENDOR shall not assign or utilize any TM VENDOR Project Managers assigned to perform the Services for AMEX to perform services for or in support of any AMEX Competitor or a Competitive Service without prior consent of AMEX, and (3) during the Term and any Renewal Term and for a period of three months thereafter, TM VENDORS shall not assign or utilize any other employees, agents or representatives assigned to perform the Services for AMEX, to perform services for or in support of any AMEX Competitor or a Competitive Service without prior consent of AMEX, which consent may be given or withheld for any reason in AMEX's sole discretion. "Competitive Service" is defined as any task or work related to a product or service of a third party that is or will be substantially similar to any AMEX product or service handled by a TM VENDOR pursuant to this Agreement. If there is any doubt whether any person, firm or enterprise is deemed an AMEX Competitor or whether any product or service effort is deemed a Competitive Service, CREDITCOMM and TM VENDORS shall identify competitors by name or service offering description and obtain AMEX's approval, which decision shall be deemed final and controlling for all purposes hereunder. In addition, if TM VENDORS do provide services for any AMEX Competitor or Competitive Service, ...
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Related to Non-Competition CREDITCOMM acknowledges that the Services

  • Director’s Representation and Acknowledgment The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

  • Representations of the Executive The Executive represents and warrants to the Company that:

  • Agreements and Acknowledgments Regarding Shares (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange.

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

  • Reaffirmations and Acknowledgments Each Guarantor consents to the execution and delivery by the Borrower of this Amendment and jointly and severally ratifies and confirms the terms of its Guaranty with respect to the Debt now or hereafter outstanding under the Credit Agreement as amended hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any Debt of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, its Guaranty (i) is and shall continue to be a primary obligation of such Guarantor, (ii) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Guaranties.

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

  • Additional Agreements and Acknowledgements of the Purchaser (a) Transfer Restrictions The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares or any Private Placement Warrants (including the securities issuable upon exercise of the Private Placement Warrants) except as may be permitted by the Insider Letter Agreement or any other written agreement subjecting such Securities to any Transfer restrictions (including any Transfer restrictions agreed to as part of a Change in Investment as contemplated by Section 1(e) above). As used in this Agreement, “

  • REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE (a) Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder.

  • Consent and Acknowledgment of Remaining Party Remaining Party hereby consents to the assignment and delegation by Assignor to Assignee of all the rights, duties, and obligations of Assignor under the Assigned Transaction pursuant to this Assignment Agreement.

  • Certain Covenants and Acknowledgments 9 (a) Transfer Restrictions................................................ 9 -19-

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