Further Covenants and Agreements. (a) The Company and the Selling Stockholders each represent and agree that, without the prior consent of the Representatives (such consent not to be unreasonably withheld), it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus as defined in Rule 405 under the Securities Act; and each Underwriter represents and agrees that, without the prior consent of the Company, the Selling Stockholders and the Representatives (such consent not to be unreasonably withheld), it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus. Any such free writing prospectus the use of which has been consented to by the Company, the Selling Stockholders and the Representatives is listed on Schedule II(a) hereto and is referred hereafter as a "PERMITTED FREE WRITING PROSPECTUS".
(b) The Selling Stockholders and the Company acknowledge that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or their respective stockholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or the Selling Stockholders, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the...
Further Covenants and Agreements. The parties expressly acknowledge and further covenant and agree as follows:
(a) Each party to this Agreement has read, understood, and had the option to obtain qualified legal counsel to interpret its legal effect. Accordingly, it is agreed that the usual rule of contract interpretation causing ambiguities to be resolved in favor of the non-drafting party shall not apply to the interpretation of this Agreement.
(b) That entering into this Agreement, the respective parties are not relying upon any information, data, predictions, projections, opinion, statement or promise furnished or made by or on behalf of the other party, except as may be expressly and specifically set forth herein, and that each party expressly relieves the other party of any duty whatsoever to disclose, furnish, explain or correct any information, data, prediction, projection, opinion, statement or promise that the other party has made in any discussions or negotiations prior to or contemporaneously with the execution and delivery of the Agreement.
(c) That each party has carefully reviewed this Agreement and is entering into it freely and not under any compulsion or duress.
(d) That the parties expressly and especially agree that this Agreement shall be binding and enforceable in accordance with its terms and that each party waives any claim or contention, now or in the future, that this Agreement is or should be void, voidable, unenforceable or not binding upon them for any reason whatsoever, and further expressly and especially waive any such contention which would or could be based upon any judicial decisions denying enforceability or any such provisions.
(e) That the person signing this Agreement has all of the requisite authority to bind the party for whom he is signing.
Further Covenants and Agreements. Each Seller severally covenants and agrees that from and after the date of this Agreement through the Closing Date as relates to it, it will comply, and as relates to the Joint Venture or Harriscope, it will cause the Joint Venture or Harriscope, as the case may be, to comply, with the following provisions.
Further Covenants and Agreements. 20 Section 6.1. Covenants of Seller Parent and Seller Pending the Closing . . . 20 Section 6.2. Covenants of Buyer Pending the Closing. . . . . . . . . . .
Further Covenants and Agreements. 4.18.1 AZ shall not exploit the Licensed ABX IP Rights for any purpose other than as expressly licensed to AZ under this Article 4. ABX shall not exploit the Licensed AZ IP Rights for any purpose other than as expressly licensed to ABX under this Article 4.
4.18.2 Subject to the following sentence, if, at any time during the Antigen Designation Term or any Research Program Term, ABX Controls Know-How Rights or Patent Rights in any technology, other than the XenoMouse Technology, that is capable of producing fully human antibodies, ABX shall notify AZ and if AZ wishes to obtain rights to such technology under this Agreement, the Parties shall negotiate in good faith to amend this Agreement to address the financial obligations associated with the Exploitation of Antibody Equivalents generated using such technology. [Confidential treatment requested]
4.18.3 Except as otherwise expressly set forth in the Supplementary XenoMouse Agreement and in Sections 16.8.2 and 16.13, the Parties acknowledge and agree that ABX shall have no obligation to transfer to AZ the XenoMouse Technology or any portion thereof.
4.18.4 If either Party reasonably believes that technology may be available to enable the administration or other medical use of an antibody that binds to and is directed against intracellular antigens, then, upon the written request to the other Party, the Parties shall negotiate in good faith to amend the definition of Antigen to include intracellular antigens, subject to the ability to successfully access such technology for purposes of this Agreement.
Further Covenants and Agreements. 27 6.1. Covenants of the Retained Group Signatories Pending the Closing . . . . . . . . . . . . . . 27 6.2. Covenants of Buyer Pending the Closing . . . . . . . . . . . . . . . . . . . . . . . . . . 28 6.3. Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 6.4. Effective Time of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 6.5. Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 6.6.
Further Covenants and Agreements. 20 5.1. Covenants of Seller Pending the Closing ........................................................20 5.2. Covenants of Buyer Pending the Closing .........................................................22 5.3. Filings ........................................................................................22 5.4. Effective Time of Closing ......................................................................22 5.5. Announcements ..................................................................................22 5.6.
Further Covenants and Agreements. Exhibits: NOT ATTACHED Exhibit A - Closing Checklist............................................... 24 Schedules: 4(a) (ii) - Seller's Operating Permits...................................... 26 4(a) (iv) - Employment and Covenant Not to Compete Agreements............... 27 4(b) (ii) - Form of Purchase Note........................................... 28 5(d) - Statement of Adverse Change in the Financial Statements.............. 29 5(e) - Liens and Liabilities Related to the Business........................ 30 5(f) (1) - Liabilities on Assets............................................ 31 5(f) (2) - Contracts with Customers and Suppliers........................... 32 5(g) - Inventory and Equipment.............................................. 33 5(h) - The Information - Customer Contracts and Orders...................... 34 5(j) - Pending or Threatened Litigation..................................... 35 5(l) - List of all Employees of Sellers and Their Duties, Current Compensation and Employee Benefits.................................. 36 5(s) - Description of Real Property and Form of Assignment of AJE's Interest in Real Estate............................................... 37 9(a) - Listing by Customer Name of the Amounts that as of _______, 2001, are Due and Owed to Sellers in Respect of all Uncollected Bills for Services Completed or Products Sold and or Unbilled Work in Progress................................................ 38 Stock Purchase Agreement THIS Stock Purchase Agreement (Agreement) is made and entered into on this 15th day of March, 2001, by and between PHOENIX WASTE SERVICES COMPANY, INC., a Delaware corporation, with its principal offices located at 00 Xxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxx Xxxxxx 00000, (Buyer), and Xxxxx Xxxxxxx and Xxxxxx Xxxxxxx (Sellers), both legal residents of the State of New Jersey and owners of all of the outstanding stock of ALL JERSEY EXPRESS COMPANY, INC., a New Jersey corporation, with its principal office at 0 Xxxxxxxx Xxxx, Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000 (AJE).
Further Covenants and Agreements. The parties expressly acknowledge and further covenant and agree as follows:
(a) Each party to this Agreement has read, understood, and had the option to obtain qualified legal counsel to interpret its legal effect. Accordingly, it is agreed that the usual rule of contract interpretation causing ambiguities to be resolved in favor of the non-drafting party shall not apply to the interpretation of this Agreement.
