Competing Claims. The Company acknowledges and agrees that the Placement Agent will not proceed to perform hereunder until it receives assurances, in form and substance satisfactory to the Placement Agent and their counsel, that as of the first date that the Offering Documents is presented to potential purchasers of Shares, there will be no claims or payments for services in the nature of a finder's fee with respect to the Offering or any other arrangements, agreements, payments, issuances or understandings that may affect the Placement Agent's compensation hereunder. The Placement Agent shall compensate any of its personnel who may have acted in such capacities as it shall determine.
Competing Claims. The Company acknowledges and agrees that no entity has any claims or is entitled to any payments for services in the nature of a finder’s fee or any other arrangements, agreements, payments or understandings pursuant to this Offering.
Competing Claims. Purchaser and Seller agree that any claims, irrespective of whatever kind and of whatever basis, that Purchaser, any Purchaser’s Affiliate (including the Sold Entities) and JV Majority Participations may have against Seller or any Seller’s Group Company with respect to or in connection with any Environmental Losses relating to Existing Environmental Conditions on the Covered Property shall be exclusively governed by this Section 13. In particular, any claims of the Purchaser or Purchaser’s Affiliates (including the Sold Entities) and JV Majority Participations pursuant to Section 24 para. 2 Federal Soil Protection Act (Bundes-Bodenschutzgesetz) and any similar statutory claims shall generally be excluded. Purchaser shall ensure that no Purchaser’s Affiliate (including the Sold Entities) and JV Majority Participations will raise any respective claims against Seller and shall indemnify and hold harmless Seller and any Seller’s Affiliates from and against any such claims.
Competing Claims. If the VAR and any other person make competing claims to a sale, the VAR and the other person shall resolve their claims through negotiation. Pending such outcome, ESRO may in good faith withhold payment of the disputed amount. In no event shall ESRO be liable for paying duplicate or multiple sales commissions with respect to any End-User License Agreement or associated services.
Competing Claims. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Account or any security entitlement in respect of financial assets carried therein, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of Agent under this Account Control Agreement, and agrees that the financial assets standing to the credit of the Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person other than the Agent (except for the face amount of any checks which have been credited to the Account but are subsequently returned unpaid because of uncollected or insufficient funds); provided, however, that the Securities Intermediary may set off all amounts due to it in respect of its reasonable customary fees and expenses for the routine maintenance and operation of the Account.
Competing Claims. 8.1 So long as any Obligations are owed or may become owing by the Borrower to an Interim Finance Party, the Guarantor agrees that (unless that Interim Finance Party otherwise directs) it will not exercise any rights which it may have by reason of performance by it of any of its obligations to that Interim Finance Party hereunder:
Competing Claims. Other than as set forth in this Agreement and the Paramount Agreement, the Company acknowledges and agrees that, subject to Paramount’s acknowledgement set forth in the second paragraph of Section 3 hereof, it is not a party to any agreements that provide for, and, to the knowledge of the Company, no entity has any claims or entitlement to, any payments for services in the nature of a finder’s fee or any other arrangements, agreements, payments or understandings pursuant to this Offering.
Competing Claims. The Company acknowledges and agrees that no entity has any claims or is entitled to any payments for services in the nature of a finder’s fee or any other arrangements, agreements, payments or understandings pursuant to this Offering. The Company acknowledges that issues exist in connection with the tail from the April 2006 PIPE and the Company intends to resolve such issues with Gxxxxxx Securities, Inc. and Paramount BioCapital Inc. with no tail remaining from the April 2006 PIPE.
Competing Claims. The Company acknowledges and agrees there are no claims or payments for services in the nature of a finder's fee or any other arrangements, agreements, payments, issuances or understandings that may effect Xxxxxxxxxx'x compensation.
Competing Claims. The Company acknowledges and agrees that no entity has any claims or is entitled to any payments for services in the nature of a finder’s fee or any other arrangements, agreements, payments or understandings pursuant to this Offering, other than with National in accordance with the Placement Agency Agreement, dated as of July 1, 2005, by and between the Company and National Securities Corporation, and all related agreements; however, the Company agrees that either (i) National has waived its right of first refusal under Section 5(o) of the Placement Agent Agreement and the related Right of First Refusal Agreement, each dated on or about July 1, 2005, between the Company and National with respect to the Offering in exchange for being a Soliciting Dealer as set forth in paragraph 3 herein or (ii) the Company has terminated, National’s right of first refusal. To the extent that National serves as a Soliciting Dealer, National and Oppenheimer shall execute the Soliciting Dealer’s Agreement that shall include, among other things, that National agrees in writing to the representations and warranties set forth in Section 4(b) of this Agreement and such other customary and reasonable representations and covenants with respect to its role as a Soliciting Dealer.
