No Adverse Acts Sample Clauses

No Adverse Acts. IMED represents and warrants to DEBIOTECH that it does not know of any circumstances and has not done and, throughout the duration of this Agreement, will not do any acts that are inconsistent with the terms of this Agreement or which infringe any of the rights of DEBIOTECH.
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No Adverse Acts. During the Employment Term and continuing for two (2) years after the date of the expiration of Employee's Employment, the Employee will not directly or indirectly, solicit, take away, or attempt to solicit or take away any customer or employee of the Company either on the Employee's behalf or on behalf of any other person or entity which competes with Company. If the Company terminates this Agreement on a basis not specified in Section 4.01, or on a basis described in Section 4.01(a), Employee shall not be required to honor this Section 5.02 unless Company continues to pay Employee's salary and benefits for the balance of the Term even if such payments would not otherwise be required. 6. MISCELLANEOUS SECTION
Sample 1See All (4)
No Adverse Acts. Licensee shall not, at any time or in any manner, knowingly engage in any activity or do or permit any act which may in any way adversely affect any rights of Xxxxx to the Xxxx or any registrations or applications for registration thereof or which may directly or indirectly reduce the value of the Xxxx or derogate or detract from its repute.
Sample 1Sample 2
No Adverse Acts. Except as expressly permitted by this Agreement, the Corporation and its Subsidiaries shall not, directly or indirectly, through any officer, director, Employee, advisor, representative, investment banker, agent or otherwise, initiate any act that may in any way adversely affect, or reduce the likelihood of, the successful completion of the Offer.
Sample 1
No Adverse Acts. During the Employment Term and continuing for one (1) year after the date of the expiration of Employee's Employment, Employee will not directly or indirectly, solicit, take away, or attempt to solicit or take away any customer or employee of the Company or any of its Affiliates either on Employee's behalf or on behalf of any other person or entity which competes with the Company, or accept employment with one of the Company's direct competitors. If the Company terminates this Agreement on a basis not stated in Section 4.1 or Section 4.3, or on a basis described in Section 4.1(a), Employee shall not be required to honor this Section 5.4 unless Company or one of its Affiliates continues to pay Employee's salary and benefits for the balance of the Term even if such payments would not otherwise be required.
Sample 1
No Adverse Acts. In the event that Customer, its agents, employees or representatives cause (or are otherwise responsible for) any act or omission which adversely affects in any material way the provision of Services by Commerx hereunder, Customer shall be liable for any and all reasonable additional costs and expenses incurred by Commerx, its third party suppliers, its agents and/or its representatives, as a result of such act or omission. In addition, Commerx (at its discretion) may be relieved of its obligations under this Agreement to the extent that the performance of such obligations has been impeded by such act or omission. In the event that Commerx incurs any additional reasonable costs or expenses, or is otherwise unable to perform its obligations hereunder as a result of such act or omission, Commerx shall promptly notify Customer of same once Commerx becomes aware of such impact and mitigates the impact of such act or omission on the Services.
Sample 1
No Adverse Acts. During the Employment Term and continuing for two (2) years after the date of the expiration of Employee's Employment, the Employee will not (i) directly or indirectly, solicit, take away, or attempt to solicit or take away any customer or employee of the Company either on the Employee's behalf or on behalf of any other person or entity which competes with Company, or (ii) accept employment with one of Company's direct competitors. If the Company terminates this Agreement on a basis not stated in Section 4.01, or on a basis described in Section 4.01(a), Employee shall not be required to honor this Section 5.02 unless Company continues to pay Employee's salary and benefits for the balance of the Employment Term even if such payments would not otherwise be required. Employee further agrees and acknowledges that if the provisions of this Section 5.02(ii) are triggered, Employee will receive adequate consideration from the transactions contemplated by this Agreement to enable him to earn a satisfactory living during the time that the non-competition clause is in effect.
Sample 1
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No Adverse Acts. The Company shall not, at any time or in any manner, --------------- engage in any activity or do or permit any act within its control which may in any way adversely affect any rights of Xxxxx or Xxxxxxx to the Xxxxx New York Trademarks or any registrations or applications for registration thereof or which may directly or indirectly reduce the value of the Xxxxx New York Trademarks or derogate or detract from their repute.
Sample 1
No Adverse Acts. During the Employment Term and continuing for two (2) years after the date of the expiration of the Employment Term, the Employee will not directly or indirectly, solicit, take away, or attempt to solicit or take away any employee of the Company either on the Employee's behalf or on behalf of any other person or entity in the Territory which competes with Company.
Sample 1

Related to No Adverse Acts

  • No Adverse Actions There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.

  • No Adverse Effect The acquisition by the Trust of the Receivables arising in the Additional Accounts shall not, in the reasonable belief of the Transferor, result in an Adverse Effect;

  • No Adverse Interests Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

  • No Adverse Selection No selection procedures adverse to Noteholders have been employed in selecting the Contracts.

  • No Adverse Events Between the date hereof and the Closing Date, neither the business, assets or condition, financial or otherwise, of the Company taken as a whole shall have been materially adversely affected in any manner.

  • No Adverse Change Any adverse change in the financial condition, assets, liabilities, business, prospects or operations of Company;

  • No Adverse Changes Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus, neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding Common Shares due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its Subsidiaries, or any development involving a prospective Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Prospectus.

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • No Adverse Proceedings On the Closing Date, no action or proceeding shall be pending by any public authority or individual or entity before any court or administrative body to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the transactions contemplated hereby or to recover any damages or obtain other relief as a result of the transactions proposed hereby.

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