Binding Relationship Sample Clauses

Binding Relationship. Each Seller Noteholder and Seller Stockholder that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to have agreed that (i) the provisions of this Article X are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Seller Noteholder or Seller Stockholder may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Article X would be inadequate, (iii) such Seller Noteholders or Seller Stockholder shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if such Seller Noteholder or Seller Stockholder brings an action to enforce the provisions of this Article X and (iv) the provisions of Article X shall be binding upon such Seller Noteholder and Seller Stockholder and the successors and assigns of such Seller Noteholder or Seller Stockholder. In addition, each Seller Noteholder and Seller Stockholder that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to: (a) have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Stockholder Representative and any of his affiliates, for any action or inaction taken or not taken by the Stockholder Representative in connection therewith; and (b) have agreed to his or her portion, if any, of the Indemnification Escrow be paid by Buyer to the Escrow Agent and disbursed by the Escrow Agent in accordance with the operative agreement governing the escrow.
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Binding Relationship. Each Seller Member that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to have agreed that (i) the provisions of this Article X are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Seller Member may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Article X would be inadequate, (iii) such Seller Member shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if such Seller Member brings an action to enforce the provisions of this Article X and (iv) the provisions of Article X shall be binding upon such Seller Member and the successors and assigns of such Seller Member. In addition, each Seller Member that accepts payment of consideration in respect of this Agreement shall be deemed, by such acceptance of payment, to: (a) have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Member Representative and any of his affiliates, for any action or inaction taken or not taken by the Member Representative in connection therewith; and (b) have agreed to his or her portion, if any, of the Annual Cash Payments and/or the Earnout Payments be withheld by Buyer in accordance with Article VI hereto.
Sample 1
Binding Relationship. Each Stockholder shall be deemed to have agreed that (a) the provisions of this Article VIII are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Stockholder may have in connection with the transactions contemplated by this Agreement, (b) the remedy at law for any breach of the provisions of this Article VIII would be inadequate, (c) such Stockholder shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if such Stockholder brings an action to enforce the provisions of this Article VIII and (d) the provisions of this Article VIII shall be binding upon such Stockholder and the successors and assigns of such Stockholder. In addition, each Stockholder shall be deemed to have waived any claims he, she or it may have or assert, including those that may arise in the future, against any Stockholder Representative and any of his Affiliates, for any action or inaction taken or not taken by the Stockholder Representative in connection therewith.
Sample 1

Related to Binding Relationship

  • At-Will Relationship I understand and acknowledge that my Relationship with the Company is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation or liability.

  • Banking Relationship Borrower shall at all times maintain its primary banking relationship with Silicon.

  • Lending Relationship Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

  • Consulting Relationship During the term of this Agreement, Consultant will provide consulting services to the Company as described on Exhibit A hereto (the “Services”). Consultant represents that Consultant is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Consultant shall use Consultant’s best efforts to perform the Services such that the results are satisfactory to the Company.

  • Reporting Relationship Executive shall report to the Company’s chief executive officer.

  • Relationship The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

  • No Employment Relationship Whether or not any Options are to be granted under this Plan shall be exclusively within the discretion of the Plan Administrator, and nothing contained in this Plan shall be construed as giving any person any right to participate under this Plan. The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company or any Related Company, express or implied, that the Company or any Related Company will employ or contract with an Optionee, for any length of time, nor shall it interfere in any way with the Company’s or, where applicable, a Related Company’s right to terminate Optionee’s employment at any time, which right is hereby reserved.

  • General Relationship Executive shall be considered an employee of the Company within the meaning of all federal, state and local laws and regulations including, but not limited to, laws and regulations governing unemployment insurance, workers’ compensation, industrial accident, labor and taxes.

  • Exclusive Relationship USER shall not offer or sell a product or service with the same or similar services as those provided within the COMPANY Program with another entity other than COMPANY in its offices where the COMPANY Product is provided pursuant to this Agreement.

  • Legal Relationship Nothing in this Agreement is to be construed as creating a partnership, trust arrangement, joint venture, agency, employment relationship or any form of legal relationship between the parties beyond contractual obligations.

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