Neither Xx. Xxxxxx nor the School Board shall assign or transfer any interest in this Agreement without the prior written consent of the other party.
Neither Xx. Xxxxxx Party is, nor with the giving of notice, or lapse of time or both would be, in violation of or in default under, (i) its Constitution or (ii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except in the case of (ii) for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein or in the Basic Documents; the issue and sale of the Notes and the performance by each Xx.Xxxxxx Party of all of the provisions of its obligations under the Notes, the Basic Documents and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which either St. Xxxxxx Party is a party or by which either St. Xxxxxx Party is bound or to which any of the property or assets of either St. Xxxxxx Party is subject, nor will any such action result in any violation of the provisions of the Constitution of either St. Xxxxxx Party or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Xx.Xxxxxx Party, or any of its properties; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the consummation by either Xx.Xxxxxx Party of the transactions contemplated by this Agreement or the Basic Documents, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act, the Trust Indenture Act and as may be required under state securities or "Blue Sky" laws in connection with the purchase and distribution of the Notes by the Underwriters.
Neither Xx. Xxxxxx Party will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to asset-backed securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative for a period beginning at the date of this Agreement and ending at the later of the Closing Date or the lifting of trading restrictions by the Representative.
Neither Xx. Xxxxxxx Xxxxxx nor Xxxxxxx Xxxx or Xxxxx Xxx, to the best of their knowledge, have received oral or written notice of a claim that any of the patents or patent application listed on Attachment A infringe the intellectual property rights of a Third Party other than claim(s) listed in Attachment C which CASE has previously disclosed to Licensee.
Neither Xx. Xxxxxx Party has taken any corporate action nor (to the best of its knowledge and belief) have any other steps been taken or legal proceedings been started or threatened against either Xx.Xxxxxx Party for its winding-up, dissolution or reorganization or for the appointment of a receiver, receiver and manager, administrator, provisional liquidator or similar officer of it or of any or all of its assets.
Neither Xx. Xxxxxxx nor ETI have previously granted, and neither will grant during the term of this Agreement, any rights in the Patent Rights, Related Technology or other inventions that are inconsistent with the rights and licenses granted to Pegas herein;
Neither Xx. Xxxx nor the Company may assign this Agreement without the prior written consent of the other; provided that this Agreement may be assigned to any successor to the Company’s business without Xx. Xxxx’x consent. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company, and Xx. Xxxx’x rights under this Agreement shall inure to the benefit of and be binding upon his heirs and executors.
Neither Xx. Xxxxx nor any company Controlled by him shall, in the same area of business in which the Company or any of its Subsidiaries operates, deal with or seek the custom of any person that is, or was within the previous twelve (12) months, a client or customer of the Company or any of its Subsidiaries.
Neither Xx. Xxxxx nor any company Controlled by him shall enter into a contract for the services of, or attempt to solicit or seek to entice away from, the Company any individual who is, at the time of the offer or attempt a director, officer or employee holding an executive or managerial position with the Company or any of its Subsidiaries, or procure or facilitate the making of any such offer or attempt by any other person.
Neither Xx. Xxxxx nor any company Controlled by him shall, solicit or endeavour to entice away from the Company or any of its Subsidiaries any supplier who supplies, or has supplied within the previous twelve (12) months, goods AND/OR services to the Company or any of its Subsidiaries if that solicitation or enticement causes or would cause such supplier to cease supplying, or materially reduce its supply of, those goods AND/OR services to the Company or any of its Subsidiaries.
