Neither Buyer nor Seller shall be liable for its failure to perform hereunder (except for its obligation to make payments for Materials already received by Buyer), if performance is made impracticable due to any occurrence beyond its reasonable control including Acts of God; earthquakes; fires; floods; wars; sabotage; terrorism; accidents; power outages; labor disputes; government laws, ordinances, rules, regulations, standards or decrees, whether valid or invalid (including but not limited to priorities, requisitions, allocations, and price adjustment restrictions); inability to obtain raw material, equipment or transportation; and any other such occurrence. NuSil Technology LLC 0000 Xxxxx Xxxx • Carpinteria, Ca. 93013 • +l (805) 681·8780 ;- 0(000) 000-0000 Fax xxx.xxxxx.xxx xxxxxxxx@xxxxx.xxx
Neither Buyer the Buyer Subsidiaries or Merger Sub is in violation of any provision of its certificate of incorporation, bylaws or other charter documents. Schedule 4.1(b) of the Buyer Disclosure Statement sets forth (i) the full name of each Buyer Subsidiary and any other entity in which Buyer has a significant equity interest, its capitalization and the ownership interest of Buyer and each other Person (if any) therein, (ii) the jurisdiction in which each such Buyer Subsidiary is organized, (iii) each jurisdiction in which Buyer and each of the Buyer Subsidiaries is qualified to do business as a foreign Person, and (iv) the names of the current directors and officers of Buyer and of each Buyer Subsidiary. Buyer has made available to Seller accurate and complete copies of the certificate of incorporation, bylaws and any other charter documents, as currently in effect, of Buyer and each of the Buyer Subsidiaries.
Neither Buyer any of its affiliates nor anyone on ---------------- its behalf, has issued, sold or offered any securities of Buyer to any person under circumstances that would cause the issuance and sale of the Buyer Common Stock pursuant to this Agreement or the Other Agreement to be subject to the registration requirements of the Securities Act. Assuming that the representations and warranties of (i) the Stockholders contained in Section 3.4 of this Agreement and (ii) the stockholders of Xxxxxx-American contained in Section 3.4 of the Other Agreement are true and correct as of the date hereof and as of the Closing Date, the offering of shares of Buyer Common Stock pursuant to the Plan of Organization will be made in compliance in all material respects with applicable federal and state securities laws.
Neither Buyer nor any other Person for whose conduct Buyer or any of its subsidiaries may be held responsible has received, and to Buyer's Knowledge, there is no basis to expect Buyer, any of its subsidiaries, or any other Person for whose conduct Buyer may be held responsible to receive, any Notice from any Governmental Entity, any private citizen acting in the public interest, the current or prior owner or operator of any current or former facility, or any other Person, of (i) any actual or potential violation or failure to comply with any of the Environmental Laws or (ii) any actual or potential Cleanup Liability or other environmental liability.
Neither Buyer nor Seller shall be liable in damages to the other for any act, omission or circumstances occasioned by or in consequence of any event constituting force majeure and the obligations of Seller and Buyer then existing hereunder shall be excused during the period thereof to the extent affected by such event of force majeure. The term "force majeure" shall mean any cause, whether of the kind enumerated below or otherwise, and whether caused or occasioned by or happening on account of the act or omission of one of the parties hereto which affects obligations hereunder not within the control of the party claiming excuse and which by the exercise of due diligence such party is unable to prevent or overcome, including but not limited to acts of God, strikes, lockouts, acts of the public enemy, criminal acts of trespassers, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, arrests and restraints of rulers and peoples, civil disturbances, explosions, breakages or accident to machinery or lines of pipe, line freezeups, curtailments or prorationing by NOVA of firm service contracts, temporary inability of TCPL due to an event of "force majeure" to receive gas for Buyer's account, unscheduled outages which result in the temporary inability of Buyer's Plant to utilize any portion of the Maximum Daily Quantity, and the binding order or any court or governmental authority which has been resisted in good faith by all reasonable legal means. A failure to settle or prevent any strike or other controversy with employees or with anyone purporting or seeking to represent employees shall not be considered to be a matter within the control of the party claiming excuse. Under no circumstances will lack of finances be construed to constitute force majeure.
Neither Buyer or Seller shall have the right to assign any of its rights under this Agreement without the prior written consent of the other party hereto, and no purported assignment shall be binding upon the non-consenting party. Notwithstanding the above, Buyer may assign its rights under this Agreement to any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Buyer or a successor in interest to the Buyer in the event of a merger or change in control of the Buyer.
Neither Buyer. Medical Resources, nor any Affiliate of Buyer ------- or Medical Resources has incurred any liability or obligation to any broker, finder or agent for any brokerage fees, finders fees or commissions with respect to the transactions contemplated by this Agreement.
Neither Buyer nor Seller shall direct a release of the Escrowed Assets in a manner inconsistent with the terms of this Agreement or the Purchase Agreement.
Neither Buyer nor Seller shall be liable for its failure to perform hereunder (except for its obligation to make payments for material already received by Buyer), if performance is made impracticable due to any occurrence beyond its reasonable control including, but not limited to, Acts of God; earthquakes; fires; floods; wars; sabotage; accidents; power outages; labor disputes; government laws, ordinances, rules, regulations, standards or decrees, whether valid or invalid (including but not limited to priorities, requisitions, allocations, and price adjustment restrictions); inability to obtain raw material, equipment or transportation.
Neither Buyer or Buyer's agents or contractors shall enter upon the Property except during normal business hours and upon at lest one (1) business day's advance notice to Seller (for such purposes, notice to Seller may be given by facsimile), provided that in all events any entry upon the Property by Buyer or Buyer's agents shall be subject to all scheduling and other constraints or restrictions as Seller, at any time or from time to time, shall determine in its reasonable discretion.
