Neither Seller Clause Samples

Neither Seller. (i) has ever been, or is now, subject to a union organizing effort, (ii) is subject to any collective bargaining agreement with respect to any of its employees, or (iii) is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization.

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.

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, (i) the aggregate monthly remuneration (including, without limitation, all salary, distributions, dividends, bonuses, deferred compensation, automobile lease expense, superannuation payments and other payments) paid to or for the benefit of Kilat and the Shareholders and all Affiliates of Kilat and the Shareholders shall not exceed Sixteen Thousand Six Hundred Sixty Seven Australian Dollars (Aus$16,667), and (ii) except as set forth in the Disclosure Schedules, Seller will not, and Kilat and the Shareholders will not permit Seller to, make any payment or incur any obligation with respect to any asset of any nature whatsoever that is used in whole or in part for the personal use or benefit of any shareholder, officer, director or employee of Seller or any Affiliate thereof. Seller, Kilat and the Shareholders will use their best efforts to preserve the Assets and the goodwill and value of Seller's business, to comply with all laws applicable to the Assets and Seller's business and to maintain good working relationships with lessors, licensors, suppliers, customers and employees. In addition, Seller will not sell or contract to sell any interest in Seller or lease, license, transfer, pledge, mortgage, hypothecate or otherwise dispose of any of the Assets.

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; (ii) has any actual or potential liability for any Taxes of any person (other than the Sellers) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal, state, local, or foreign law), or as a transferee or successor, by contract, or otherwise; or (iii) is or has been required to make a basis reduction pursuant to Treasury Regulation Section 1.1502-20(b) or Treasury Regulation Section 1.337(d)-2(b).

Neither Seller nor Buyer shall issue a press release with respect to this Agreement and the transactions contemplated hereby except (i) in the form of Exhibit J hereto and (ii) as consented to in writing by the other party to this Agreement (such approval not to be unreasonably withheld or delayed). In no event shall any press release issued by Buyer disclose the identity of the Seller's direct or indirect beneficial owners by name.

Neither Seller. Owner nor Purchaser shall avail itself of any remedy granted to it hereunder based upon an alleged default of another party hereunder unless and until written notice of the alleged default, in reasonable detail, has been delivered to a defaulting party by a non-defaulting party and the alleged default has not been cured on or before 5:00 p.m. (local time) on the tenth fifth (10th) day next following delivery of said notice of default, except as otherwise specifically set forth in this Contract.

Neither Seller nor Buyer shall have any further rights, obligations or claims under this Agreement except for Buyer's indemnification obligation under Section 3.1(a) and Buyer's right to the return of the Deposits and all interest accrued thereon;

Neither Seller nor any of Seller's principal shareholders (who are identified in Schedule 7 hereto), directors, officers, partners, Affiliates or agents, will in any manner, directly or indirectly, (i) solicit or offer to sell monitoring, maintenance or other security alarm related services or equipment that are supplied by SAFE or its Affiliates to Customers, or (ii) interfere or compete with SAFE, in the purchase of RMR Accounts or in the loaning of money secured by RMR Accounts (provided, however, that Seller's directors Jone▇ ▇▇▇ Ober▇▇▇▇▇▇ ▇▇▇ll not be subject to the restrictions of this subsection (ii) provided that they shall comply with the confidentiality provisions of Section 9.3 hereof), or (iii) take any action which (a) adversely affects SAFE's interest in any RMR Account conveyed hereunder, or the continued and repeated

Neither Seller nor Buyer shall assign any rights or delegate any duties hereunder without the prior written consent of the other; provided, however, that Buyer may assign, in whole or in part, its right hereunder to one or more of its subsidiary companies, provided that no such assignment shall relieve Buyer of its obligations hereunder.