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 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 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 nor the Business has any obligation or liability for the refund of monies to subscribers of the System, other than as evidenced by their respective refund (including deposit) account credit balances or as may be required under the rules and regulations relating to rates promulgated or to be promulgated by the FCC under the Cable Act.
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 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 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 Buyer ----------------------------------- shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any Governmental Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Entity of (A) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (B) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any Person which would reasonably be expected to materially adversely affect or limit Buyer's ownership of the Acquired Assets and (v) no statute, rule or regulation shall have been promulgated or enacted by any Governmental Entity, which would prevent or make illegal the consummation of the transactions contemplated hereby.
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. (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.
