Neither Buyer Sample Clauses

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. 0000 Xxxxx Xxxx • Carpinteria, Ca. 93013 • +l (805) 681·8780 ;- 0(000) 000-0000 Fax

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 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 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 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 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.

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 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 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.