Neither Seller Sample Clauses

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.

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 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 nor Buyer shall have any obligation to indemnify the other or any other Persons under this Agreement pursuant to Section 11.1 or Section 11.2, respectively, against lost profits or consequential or incidental damages.

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 Jonex xxx Oberxxxxxx xxxll 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 nor any Affiliate controlled by Seller or Buyer shall, and Seller and Buyer shall each use commercially reasonable best efforts to cause any Person in which it has a voting equity ownership interest of at least ten percent (10%) and which is not controlled by Seller or Buyer, as the case may be, to not, (i) enter into any new joint venture any activity of which (if it were engaged in directly by Seller or Buyer) violates the provisions of Sections 6.6(a), (b) or (c) in the case of Seller or Section 6.6(d) in the case of Buyer or (ii) permit any existing joint venture to which it is a party to use the name "Mellon" in the case of Seller or "Citizens" in the case of Buyer in connection with any activities of such joint venture which (if it were engaged in directly by Seller or Buyer) would violate the provisions of Sections 6.6(a), (b) or (c) in the case of Seller or Section 6.6(d) in the case of Buyer unless (and only to the extent) such joint venture as of the date of this Agreement already has the right to use such name in such activities. Nothing in this Section 6.6(h) shall limit or otherwise affect the obligations of any joint venture which is an Affiliate of Seller or Buyer to comply fully with other provisions of this Section 6.6.

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.

Neither Seller nor Buyer shall be liable for any failure to perform or for omission or delay in the performance of any of its obligations under this Agreement, other than the obligation to make payments of money when due, if and to the extent that the affected Party's performance is prevented, delayed or interfered with by an act, event or circumstance, or combinations of events or circumstances, whether of the kind described herein or otherwise, that is not reasonably within its control, such Party having acted as a Reasonable and Prudent Operator and which effects could not be prevented or overcome by the exercise of due diligence ("Force Majeure"). For the avoidance of doubt, provided that the requirements set out in the preceding paragraph are met, events of Force Majeure shall include but not be limited to the following: (a) loss of, serious accidental damage to, inaccessibility or incapacity of, or inoperability of the relevant loading terminal or upstream facilities affecting an LNG cargo and source indicated in the LNG Delivery Plan. The "LNG Delivery Plan" shall mean the indicative LNG cargo scheduling programme submitted by Seller to Buyer, solely for the purposes of this Clause 15.1(a), not later than 30 Days prior to the commencement of each Contract Year and which shall include for each LNG cargo the expected source. Seller shall inform Buyer of any modifications to the sources indicated in the LNG Delivery Plan, provided that Seller shall not at any time nominate any source that is affected by Force Majeure or that is affected by any event that could reasonably lead to a claim of Force Majeure relief under 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, (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.