Neither Seller nor Buyer shall be liable in damages to the other for any act, omission or circumstances occasioned by or in consequence of, any acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, fires, arrests and restraints of rulers and peoples, civil disturbances, explosions, breakage or accident to machinery, vessels or lines of pipe, repair or alterations of machinery, vessels or lines of pipe, acts of third party transporters including Williston Basin, freezing or failure of xxxxx or lines of pipe, the binding of any court or governmental authority, and any other cause, whether of the kind herein enumerated or otherwise, not within the control of the one claiming suspension and which, by the exercise of due diligence, it is unable to prevent or overcome.
Neither Seller nor Buyer may assign this Agreement, or any rights hereunder, to any other party without the prior written consent of the other party.
Neither Seller. Owner nor Purchaser shall avail itself of any remedy granted to it hereunder based upon an alleged default of another party hereunder unless and until written notice of the alleged default, in reasonable detail, has been delivered to a defaulting party by a non-defaulting party and the alleged default has not been cured on or before 5:00 p.m. (local time) on the tenth fifth (10th) day next following delivery of said notice of default, except as otherwise specifically set forth in this Contract.
Neither Seller. SSC, IFD any of their respective subsidiaries or other owned business entities, nor any other person has granted any release, covenant not to xxx, or non-assertion assurance or entered into any indemnification or settlement agreement with any person with respect to any part of the Intellectual Property or any licenses associated with the Intellectual Property, except for indemnifications given in the ordinary course of business, customary in the PDM Business generally.
Neither Seller. (i) has ever been, or is now, subject to a union organizing effort, (ii) is subject to any collective bargaining agreement with respect to any of its employees, or (iii) is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization.
Neither Seller. Kilat nor either of the Shareholders will engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business with respect to the Assets or the operation of Seller's business from the date of this Agreement until the expiration of the Option Term or, if Buyer exercises the Option, until the consummation of the transactions described in the Purchase Agreements. Without in any manner limiting the foregoing, Seller, Kilat and the Shareholders covenant and agree that during such period,
(i) the aggregate monthly remuneration (including, without limitation, all salary, distributions, dividends, bonuses, deferred compensation, automobile lease expense, superannuation payments and other payments) paid to or for the benefit of Kilat and the Shareholders and all Affiliates of Kilat and the Shareholders shall not exceed Sixteen Thousand Six Hundred Sixty Seven Australian Dollars (Aus$16,667), and
(ii) except as set forth in the Disclosure Schedules, Seller will not, and Kilat and the Shareholders will not permit Seller to, make any payment or incur any obligation with respect to any asset of any nature whatsoever that is used in whole or in part for the personal use or benefit of any shareholder, officer, director or employee of Seller or any Affiliate thereof. Seller, Kilat and the Shareholders will use their best efforts to preserve the Assets and the goodwill and value of Seller's business, to comply with all laws applicable to the Assets and Seller's business and to maintain good working relationships with lessors, licensors, suppliers, customers and employees. In addition, Seller will not sell or contract to sell any interest in Seller or lease, license, transfer, pledge, mortgage, hypothecate or otherwise dispose of any of the Assets.
Neither Seller nor Buyer shall assign its rights and obligations under this Agreement without the prior written consent of the other, except that Buyer may upon written notice to Seller assign this Agreement to a company affiliated with Buyer ("Buyer's Affiliate").
Neither Seller the Webbed Feet Members, nor any ---------- entities affiliated, related or controlled by any of such parties, has filed a petition or request for reorganization or protection or relief under the bankruptcy laws of the United States or any state or territory thereof, made any general assignment for the benefit of creditors, or consented to the appointment of a receiver or trustee, including a custodian under the United States bankruptcy laws, whether such receiver or trustee is appointed in a voluntary or involuntary proceeding.
Neither Seller. (as it relates to the Newsprint Business) nor Apache has allowed or agreed to allow the lapse of any right with respect to any Material Permit;
Neither Seller nor Buyer shall file any Tax Return, or take a position with a Tax Authority, that is inconsistent with the Allocation or the Adjusted Allocation. The parties agrees to cooperate with each other in preparing Form 8883 for filing by each and to furnish the other with a copy of such Form prepared in draft form within a reasonable period before its filing due date and notwithstanding any other provision of this Agreement to the contrary, the parties agree that all Tax Returns relating to the Section 338(h)(10) Election shall be timely filed in the manner prescribed by Law.
