Negotiation with Other Parties Sample Clauses

Negotiation with Other Parties. From and after the date hereof until the Closing Date or the termination of this Agreement pursuant to Article 12, none of the Seller or any of its Affiliates or representatives will directly or indirectly solicit or engage in negotiations or discussions with, disclose any of the terms of this Agreement to, accept any offer from, furnish any information to, or otherwise cooperate, assist, or participate with, any person, entity, or organization (other than the Purchaser and its representatives) regarding any offer or proposal regarding the acquisition by purchase, merger, lease, or otherwise of any capital stock of the Seller or any of the Assets. The Seller will promptly notify the Purchaser of any such discussion, offer, or proposal received by it. The parties hereby acknowledge that money damages would not be a sufficient remedy for any breach of this section and that, in addition to all other remedies available to it, the Purchaser will be entitled to specific performance and injunctive or other equitable relief as remedies for any such breach, and the Seller further agrees to waive any requirements for the securing or posting of any bond in connection with such remedy.
Sample 1
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Negotiation with Other Parties. From and after the date hereof until the earlier of the Closing Date, the termination of this Agreement pursuant to Article 12, or November 15, 2003, none of the Purchaser or any of its Affiliates or representatives will directly or indirectly solicit or engage in negotiations or discussions with, look for or accept any offer from, furnish any information to, or otherwise cooperate, assist, or participate with, any person, entity, or organization (other than the Seller and its representatives) regarding any offer or proposal regarding the acquisition by purchase, merger, lease, or otherwise of another manufacturing facility that Purchaser intends to use for the manufacture of contact lens care products (except for negotiations or discussions related to another facility intended to supplement – rather than replace – the current production capacity of the Plant). Notwithstanding the foregoing, the parties agree that prior to engaging in negotiations or discussions related to such an acquisition of another manufacturing facility, by purchase, lease, or otherwise, the Purchaser will first seek to satisfy its requirements through third party manufacturing. The parties hereby acknowledge that the breach of this section will be considered a material breach of this Agreement and money damages would not be a sufficient remedy for any breach of this section and that, in addition to all other remedies available to it, the Seller will be entitled to injunctive or other equitable relief as remedies for any such breach, and the Purchaser further agrees to waive any requirements for the securing or posting of any bond in connection with such remedy.
Sample 1
Negotiation with Other Parties. Sellers agree between the date of this Agreement and the Closing Date, or the earlier termination of this Agreement, that none of Sellers or any director or officer of Company or Bank, or any third party acting on behalf of them, shall contact or negotiate with any third party concerning the sale of Company's Common Stock or Bank's stock or assets through actual sale, merger, consolidation, or otherwise.
Sample 1

Related to Negotiation with Other Parties

  • CONSULTATION WITH OTHER SUB-ADVISERS In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.

  • Consultation with Attorney He or she has been advised to consult with his or her own attorney regarding all legal matters concerning an investment in the Company and the tax consequences of participating in the Company, and has done so, to the extent he or she considers necessary.

  • COOPERATION WITH THIRD PARTIES The Contractor shall be responsible for fully cooperating with any third party, including but not limited to other Contractors or Subcontractors of the Authorized User, as necessary to ensure delivery or performance of Product.

  • Consultation with Counsel The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

  • Negotiation In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including any claim based on contract, tort, statute or constitution (collectively, “Agreement Disputes”), the Party claiming such Agreement Dispute shall give written notice to the other Party setting forth the Agreement Dispute and a brief description thereof (a “Dispute Notice”) pursuant to the terms of the notice provisions of Section 7.1 hereof. Following delivery of a Dispute Notice, the general counsels of the relevant Parties and/or such other executive officer designated by the relevant Party shall negotiate for a reasonable period of time to settle such Agreement Dispute; provided that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed forty-five (45) calendar days from the time of receipt by a Party of a Dispute Notice; provided further, that in the event of any arbitration in accordance with Section 6.3 hereof, the relevant Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Agreement Dispute has been resolved.

  • Consultation with Experts The Administrative Agent may consult with legal counsel, independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

  • Consultation with Attorney; Voluntary Agreement The Company advises Executive to consult with an attorney of his choosing prior to signing this Agreement. Executive understands and agrees that he has the right and has been given the opportunity to review this Agreement and, specifically, the General Release in Section 1 above, with an attorney. Executive also understands and agrees that he is under no obligation to consent to the General Release set forth in Section 1 above. Executive acknowledges and agrees that the payments to be made to Executive pursuant to the Employment Agreement are sufficient consideration to require him to abide with his obligations under this Agreement, including but not limited to the General Release set forth in Section 1. Executive represents that he has read this Agreement, including the General Release set forth in Section 1, and understands its terms and that he enters into this Agreement freely, voluntarily, and without coercion.

  • Cooperation with Company Holders will cooperate with the Company in all respects in connection with this Agreement, including, timely supplying all information reasonably requested by the Company and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities.

  • Investigation; No Other Representations (a) Each of the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledges, represents, warrants and agrees that (i) they have conducted their own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as the Company Parties and their respective Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be a party, the Company Parties have relied solely on their own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledge, represent, warrant and agree that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

  • Consultation with Legal Counsel Escrow Agent may consult with its counsel or other counsel satisfactory to it concerning any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered or omitted by it in good faith upon the advice of such counsel.

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