Neither the final payment nor the remaining retention or substituted securities shall become due until the Contractor submits to the Architect, and the Owner receives:
(1) Affidavit of Payment of Debts and Claims, AIA Document G706 and attachments including Contractors Release or Waiver of Liens, showing that payrolls, bills for materials and equipment, and other indebtedness connected with the Work have been paid or otherwise satisfied,
Neither the. Consultant Company nor the Individual shall, during the Consultancy, either directly or indirectly publish the contents of any Materials or any other opinion, fact or material on any matter connected or relating to the business of the Company or any other Group Company (whether confidential or not) without the prior written approval of the Company.
Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an "excess parachute payment," as defined in section 280G(b)(1) of the Code because, inter alia, the exemption set forth in Section 280G(b)(5)(A) for certain "small business corporations" as defined in Section 1361(b) of the Code (but without regard to Section 1361(b)(1)(C) thereof) applies with respect to the Company.
Neither the. Company nor the Trust shall be liable under the indemnification provisions contained in this Agreement with respect to any losses, claims, damages, liabilities or expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, willful misconduct, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement.
Neither the execution of the Loan Agreement and the other Loan Documents nor the fulfilling of the derived obligations by the Borrower contravene or constitute a breach of the Borrower’s bylaws or any other agreement signed by the Borrower.
Neither the. Borrower nor any Subsidiary has executed the Credit Agreement or any other documents mentioned therein, or made any transfer or incurred any obligations thereunder, with intent to hinder, delay or defraud either present or future creditors of such Person.
Neither the. University nor shall the Trustees or the UFF shall abridge any rights of faculty members related to union activity granted under Chapter 447, Florida Statutes, 2003, Florida law including but not limited to the right to assist or to refrain from assisting the UFF, or the exercise of any rights under this Agreement.
Neither the. Concentration Account Agreement nor the arrangement contemplated thereby shall be modified by the Borrower without the prior written consent of Lender. Upon the occurrence of an Event of Default, upon the terms and subject to the conditions set forth in the Concentration Account Agreement, all amounts received in the Concentration Account shall be wired each Business Day into the Lender Account. Upon the occurrence and during the continuation of an Event of Default, or if the Lender deems itself insecure with respect to the Lender's good faith belief or suspicion that the Borrower has engaged in defalcation, intentional misrepresentation, or fraud, the Lender shall have the right to require the Borrower to establish, and thereafter maintain, lockbox arrangements satisfactory to Lender in respect of the Collections and to instruct all Account Debtors of Borrower to remit all Collections to such lockboxes. With respect to the Account Receivables, the Borrower shall and shall cause its Subsidiaries to, irrevocably instruct the Account Debtors to remit to the Concentration Account all payments to be made by check or other draft and all payments to be made by wire transfer. Until the Lender has advised the Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Borrower and its Subsidiaries may and will enforce, collect and receive all amounts owing on the Account Receivables for the Lender's benefit and on the Lender's behalf, but at the Borrower's expense; such privilege shall terminate, at the election of the Lender, upon the occurrence and during the continuance of any Event of Default. All Collections received directly by the Borrower or any Subsidiary from any Account Debtor or any other source (exclusive of Lender), whether as proceeds from Accounts Receivable, or as proceeds of any other Collateral, or otherwise, shall be received and held by the Borrower in trust for the Lender and deposited by the Borrower in original form and no later than the next Business Day after receipt thereof into the Concentration Account. The Borrower shall not commingle such collections with the Borrower's own funds or the funds of any Subsidiary or Affiliate of the Borrower or with the proceeds of any assets not included in the Collateral. All funds received in the Lender Account pursuant to this Section 7.01(a) shall be credited to the Loan Account for application at the end of each Business Day to reduce the then principal bal...
Neither the execution and delivery by the Buyer of this Agreement nor the consummation of the transactions contemplated hereby nor compliance with any of the provisions hereof by the Buyer will (i) violate or conflict with any provision of the Certificate of Incorporation, as amended, or Bylaws, as amended, of the Buyer or any of its subsidiaries; (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any of the assets of the Buyer or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, sublease, option, agreement or other instrument or obligation to which the Buyer or any of its subsidiaries is a party, or by which it or any of its subsidiaries or any of the assets of the Buyer or any of its subsidiaries may be bound or affected; or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or any of its subsidiaries, or any of the assets of the Buyer or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches or defaults (A) that would not have a material adverse effect on this Agreement or materially and adversely affect the consummation of the transactions contemplated hereby, or (B) as to which requisite waivers or consents either shall have been obtained by the Closing Date or shall have been waived by the Shareholders and the Company in writing. Except as set forth on Schedule 4.2, no consent or approval by, notice to or registration with any Person or any governmental authority, other than the filing of a Notification and Report Form with the Federal Trade Commission and the Department of Justice, is required on the part of the Buyer prior to the Closing Date in connection with the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby.
Neither the execution or delivery of this Agreement or the consummation of the transaction contemplated hereby will:
(a) entitle any current or former employee of the Company to severance pay, unemployment compensation or any similar payment;
(b) accelerate the time of payment or vesting or cause any increase in the amount of any compensation due to any such employee or former employee; or
(c) directly or indirectly result in any payment made to or on behalf of any person to constitute a parachute payment within the meaning of ss. 2805 of the Internal Revenue Code of 1986, as amended.
