Effect of this Transaction. (a) No Adverse Implications: Except as disclosed in Schedule N with respect to certain required consents, neither the execution and delivery of this Agreement nor the completion and performance of the transactions contemplated hereby will:
(i) give any person the right to terminate or cancel any contractual or other rights with the Vendor where such termination or cancellation would have a material adverse effect on the Assets or the Business;
(ii) violate any restriction of any nature applicable to the Vendor or relating to the disposition of the Assets;
(iii) result in the creation of any liens or encumbrances on the Assets or in the default under any agreement giving a third party security against the Assets or in the crystallization of any floating charge in a debenture as general security interest in a security agreement granted, issued or assumed by the Vendor where any of such events could have a material adverse effect on the Assets or the Business; nor
(iv) violate any provision of any indenture, mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Vendor is a party or by which the Vendor or the Assets are bound the violation of which could have a material adverse effect on the Assets or the Business or impair the legality or enforceability of this Agreement or the transactions contemplated hereby.
Effect of this Transaction. Neither the execution, delivery or performance of this Agreement or any of the Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby, will, with or without notice or lapse of time, result in, or give any ASIA 34949044 45 Person the right or option to cause or declare, nor shall disclosure by Seller Group to Buyer or Buyer’s possession or use of any Personal Data or any other data or information in Business Databases, result in any violation of any Business Privacy Policies or Data Protection Laws pertaining to Personal Data.
Effect of this Transaction. None of the execution, delivery or performance of this Agreement or the consummation of the Transactions will, with or without notice or lapse of time, result in, or give any Person the right or option to cause or declare, and disclosure by the Company or any of its Subsidiaries to Buyer or Parent or Buyer’s or Parent’s possession or use of any User Data or any other data or information in the Company Databases shall not result in, any violation of any Company Privacy Policies or Legal Requirement pertaining to privacy or User Data.
Effect of this Transaction. The effect of this transaction shall be to transfer ownership of GRDC from the Company to the group of Shareholders, thus restoring to them the ownership of the business now owned and operated in GRDC, and to cancel all of the Control Shares except the Balance Shares.
Effect of this Transaction. Neither the execution, delivery or performance of this Agreement (or any of the ancillary agreements) nor the consummation of the Merger or any of the other transactions contemplated hereby (or by any of the ancillary agreements) will, with or without notice or lapse of time, result in, or give any Person the right or option to cause or declare, nor will disclosure by Target to Parent or Parent’s possession or use in a manner consistent with Target and each of its Subsidiaries’ use prior to the consummation of the Merger of any Personal Data or any other data or information in Target Databases, result in any violation of any Legal Requirement pertaining to privacy, data security, or Personal Data.
Effect of this Transaction. Following the closing of the transactions contemplated hereby, all Company Intellectual Property will, except as set forth in Section 3.14(d) of the Company Disclosure Schedule, be fully transferable, alienable and licensable by the Company or Parent without restriction and without payment of any kind to any third party. Except as set forth in Section 3.14(d) of the Company Disclosure Schedule, neither the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement or any such other agreement entered into in connection herewith or therewith will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, or Lien on, any Company Intellectual Property or any Company Product; (ii) a breach of or default under, or right to terminate or suspend performance of, any Contract; (iii) the release, disclosure or delivery of any Company Intellectual Property or Company Product by or to any escrow agent or other Person; (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company Intellectual Property; or (v) by the terms of any Contract, a reduction of any royalties, revenue sharing, or other payments the Company would otherwise be entitled to with respect to any Company Intellectual Property.
Effect of this Transaction. Except as set forth in Section 3.14(f) of the Company Disclosure Schedule, following the closing of the transactions contemplated hereby, all Company Intellectual Property will be fully transferable, alienable and licensable by the Company or Parent without restriction and without payment of any kind to any third party. Neither the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement or any such other agreement entered into in connection herewith or therewith will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, or Lien on, any Company Intellectual Property, any Licensed Intellectual Property or any Company Product; (ii) a breach of or default under, or right to terminate or suspend performance of, any Material Contract relating to Company Intellectual Property or any Licensed Intellectual Property; (iii) the release, disclosure or delivery of any Company Intellectual Property, any Licensed Intellectual Property or Company Product by or to any escrow agent or other Person;
(i) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company Intellectual Property or any Licensed Intellectual Property; or (v) by the terms of any Contract, a reduction of any royalties, revenue sharing, or other payments the Company would otherwise be entitled to with respect to any Company Intellectual Property.
Effect of this Transaction. Except as set forth in Section 3.12(e) of the Disclosure Schedule, following the Closing, all Company Intellectual Property will be fully transferable, alienable and licensable by the Company or the Purchaser without restriction and without payment of any kind to any third party. Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements to which the Company is a party, nor the consummation of any of the Transactions will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, or Lien on, any Company Intellectual Property, any Company Product; (ii) a breach of or default under, or right to terminate or suspend performance of, any Contract; (iii) the release, disclosure or delivery of any Company Intellectual Property or Company Product by or to any escrow agent or other Person; (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company Intellectual Property; or (v) by the terms of any Contract, a reduction of any royalties, revenue sharing, or other payments the Company would otherwise be entitled to with respect to any Company Intellectual Property
Effect of this Transaction. Except as otherwise listed on the Seller Disclosure Schedules, the consummation of the transactions contemplated by this Agreement, either alone or in conjunction with another event (such as a termination of employment), will not (i) entitle any current or former employee or officer of the Company to severance pay from the Company, or any other payment under a Plan, (ii) accelerate the time of payment or vesting of benefits under a Plan, or (iii) increase the amount of compensation due any such employee or officer by the Company.
Effect of this Transaction. The consummation of the Merger and the transactions contemplated by this Agreement, either alone or in conjunction with another event (such as a termination of employment), will not (i) entitle any current or former employee or officer of Temroc, to severance pay from Temroc, or any other payment under a plan, (ii) accelerate the time of payment or vesting of benefits under a plan, or (iii) increase the amount of compensation due any such employee or officer by Temroc.
