Neither Xxxxxxxx xxx nor any Xxxxxxxx.xxx subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Xxxxxxxx.xxx.
Neither Xxxxxxxx xxx nor any Xxxxxxxx.xxx subsidiary is obligated to make any parachute payments as such term is defined in section 280G of the Code, and neither is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any parachute payments that will not be deductible under section 280G of the Code. Neither Xxxxxxxx.xxx nor any Xxxxxxxx.xxx subsidiary is obligated to make reimbursement or gross-up payments to any person in respect to excess parachute payments.
Neither Xxxxxxxx xxx nor any of its subsidiaries has taken any action or knows of any fact, agreement, plan or other circumstance that is reasonably likely to prevent the Merger from qualifying as a "reorganization" within the meaning of section 368(a) of the Code.
Neither Xxxxxxxx xxx nor any of its subsidiaries is a party to any agreement providing for the allocation, indemnification, or sharing of Taxes.
Neither Xxxxxxxx xxx nor any Xxxxxxxx.xxx subsidiary knows of, or has received notice of, any violation or default under (nor, to the knowledge of Xxxxxxxx.xxx, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Xxxxxxxx.xxx Material Contract.
Neither Xxxxxxxx. Financial Services nor the Dealer shall withhold placing customers' orders for Shares so as to profit itself as a result of such withholding.
Neither Xxxxxxxx. Xxxxxx School District nor the Contractor shall assign this contract, either in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld. Any assignment permitted under this clause does not relieve either party from its duties or obligations under this contract.
Neither Xxxxxxxx. Company (i) has been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (ii) has any liability for Taxes of any Person (other than any Xxxxxxxx Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as transferee or successor, by contract, or otherwise. For purposes of
Neither Xxxxxxxx xxx nor any of its subsidiaries has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $50,000 or in excess of $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
Neither Xxxxxxxx nor The Companies shall be considered to be in default in the performance of any of the obligations hereunder if failure of performance shall be due to an Uncontrollable Force. The term "Uncontrollable Force" shall mean any cause beyond the control of the Party affected, including, but not limited to, failure of facilities, flood, earthquake, tornado, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, and action or nonaction by or failure to obtain or revocation of the necessary authorizations or approvals from any governmental agency or authority or the electorate, labor or material shortage, sabotage and restraint by Court order or public authority, which by exercise of due diligence and foresight such Party could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Nothing contained herein shall be construed so as to require any Party to settle any strike or labor dispute in which it may be involved. Any Party rendered unable to fulfill any obligation by reason of any Uncontrollable Force shall exercise due diligence to remove such inability with all reasonable dispatch.
