Neither Xx. Xxxxxx nor the School Board shall assign or transfer any interest in this Agreement without the prior written consent of the other party.
Neither Xx. Xxxxxx Party is, nor with the giving of notice, or lapse of time or both would be, in violation of or in default under, (i) its Constitution or (ii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except in the case of (ii) for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein or in the Basic Documents; the issue and sale of the Notes and the performance by each Xx.Xxxxxx Party of all of the provisions of its obligations under the Notes, the Basic Documents and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which either Xx.Xxxxxx Party is a party or by which either Xx.Xxxxxx Party is bound or to which any of the property or assets of either Xx.Xxxxxx Party is subject, nor will any such action result in any violation of the provisions of the Constitution of either Xx.Xxxxxx Party or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Xx.Xxxxxx Party, or any of its properties; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the consummation by either Xx.Xxxxxx Party of the transactions contemplated by this Agreement or the Basic Documents, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act, the Trust Indenture Act and as may be required under state securities or "Blue Sky" laws in connection with the purchase and distribution of the Notes by the Underwriters.
Neither Xx. Xxxxxx Party will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to asset-backed securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative for a period beginning at the date of this Agreement and ending at the later of the Closing Date or the lifting of trading restrictions by the Representative.
Neither Xx. Xxxxxxx Xxxxxx nor Xxxxxxx Xxxx or Xxxxx Xxx, to the best of their knowledge, have received oral or written notice of a claim that any of the patents or patent application listed on Attachment A infringe the intellectual property rights of a Third Party other than claim(s) listed in Attachment C which CASE has previously disclosed to Licensee.
Neither Xx. Xxxxxx Party has taken any corporate action nor (to the best of its knowledge and belief) have any other steps been taken or legal proceedings been started or threatened against either Xx.Xxxxxx Party for its winding-up, dissolution or reorganization or for the appointment of a receiver, receiver and manager, administrator, provisional liquidator or similar officer of it or of any or all of its assets.
Neither Xx. Xxxxxxx nor ETI have previously granted, and neither will grant during the term of this Agreement, any rights in the Patent Rights, Related Technology or other inventions that are inconsistent with the rights and licenses granted to Pegas herein;
Neither Xx. Xxxx nor the Company may assign this Agreement without the prior written consent of the other; provided that this Agreement may be assigned to any successor to the Company’s business without Xx. Xxxx’x consent. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company, and Xx. Xxxx’x rights under this Agreement shall inure to the benefit of and be binding upon his heirs and executors.
Neither Xx. Xxxxxx, any associate of Xx.Xxxxxx, Perpetual Trustees Consolidated Limited, the Security Trustee, the Note Trustee nor any Note Manager in any way stands behind the capital value and/or performance of the Notes or the assets of the Trust except to the limited extent provided in the Transaction Documents for the Trust.
Neither Xx. Xxxxxx nor any Associate of Xx.Xxxxxx in any way stands behind the capital value and/or performance of the Instruments of the Assets of the Trust except to the limited extent provided in the Transaction Documents for the Trust. General ------------------------------------------------------------------------------ Payments due under the Instruments may be made: o by cheque posted to the above address o to the credit of the following account: Name of Bank: Address of Bank: Account Details: Account No.: Name of Account: A Marked Instrument Transfer of the abovementioned Instruments is required: Yes/No. Applicant's Tax File Number: Interpretation ------------------------------------------------------------------------------ Each expression used in this Application for Instruments that is not defined has the same meaning as in the Master Trust Deed. Dated:
Neither Xx. Xxxxx nor any company Controlled by him shall, in the same area of business in which the Company or any of its Subsidiaries operates, deal with or seek the custom of any person that is, or was within the previous twelve (12) months, a client or customer of the Company or any of its Subsidiaries.
