Neither Buyer Clause Samples

Neither Buyer nor any Affiliate of Buyer is obligated to hire any Business Employee, but except as otherwise agreed in writing or set forth on Schedule 6.16(a), Buyer shall have the right to make, or cause any of its Affiliates to make, an offer of employment to any Business Employee (any Business Employee to whom such an offer is made, an “Offered Employee”).

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 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 nor anyone acting on Buyer's behalf shall enter into or continue any discussions, negotiations or contracts relating to the sale of all or any portion of its assets or equity, except in the ordinary course of business.

Neither Buyer s execution and delivery of this Agreement nor the performance by Buyer of its obligations under this Agreement will directly or indirectly: (i) Contravene any provision of the certificate of incorporation or by laws or organizational documents of Buyer; (ii) Subject to the receipt of any required Consents, result in a violation of any Legal Requirement or Order to which Buyer may be subject or (iii) Subject to the receipt of any required Consents, result in a violation of any contract to which Buyer is a party or by which Buyer may be bound.

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 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 nor any of its affiliates, subsidiaries or similarly controlled entities shall, during the period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date, directly or indirectly engage in the commercial logic synthesis business, relating to integrated circuit design creation (the "Synthesis Business"). The foregoing restriction shall include, without limitation, any investment of cash or other property, loan, joint venture, strategic alliance, license or other similar business arrangement relating to the Synthesis Business. In the event that Buyer is acquired (whether through (i) sale of substantial assets or (ii) merger, sale of stock or otherwise pursuant to which the shareholders immediately prior to such transaction hold less than a majority of the voting securities of the surviving or acquiring corporation after such transaction) by an entity with significant operations relating to the Synthesis Business at the time of such transaction (a "Pre-Existing Synthesis Business"), this prohibition shall not apply to the Pre-Existing Synthesis Business.

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.