No Bad Acts Sample Clauses

No Bad Acts. The Company represents and warrants that, to the best of its knowledge, none of its directors or officers is or has been the subject of, or a defendant in: (i) an enforcement action or prosecution (or settlement in lieu thereof) brought by a governmental authority relating to a violation of securities, fiduciary or criminal laws, or (ii) a civil action (or settlement in lieu thereof) brought by shareholders or investors for violation of duties owed to the shareholders or investors.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
No Bad Acts. The Company (either itself or through licensees) will, except with respect to any Trademark that the Company shall reasonably determine is of negligible economic value to it, (i) continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non- use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) employ such Trademark with the appropriate notice of registration, (iv) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark xxxsuant to this Security Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. The Company will not, except with respect to any Patent that the Company shall reasonably determine is of negligible economic value to it, do any act or omit to do any act, whereby any Patent may become abandoned or dedicated.
Sample 1
No Bad Acts. The Company (either itself or through licensees) will, except with respect to any Copyright that the Company shall reasonably determine is of negligible value (i) employ the Copyright for each published work with an appropriate notice of Copyright and (ii) not (and will not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Copyright may become invalidated. The Company will not (either itself or knowingly permit any licensee or sublicensee to) do any act, or knowingly omit to do any act, whereby any Copyright may become injected into the public domain.
Sample 1
No Bad Acts. The Borrower (either itself or through licensees) will, except with respect to any Copyright that the Borrower shall reasonably determine is of negligible value (i) employ the Copyright for each published work with an appropriate notice of Copyright and (ii) not (and will not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Copyright may become invalidated. The Borrower will not (either itself or knowingly permit any licensee or sublicensee to) do any act, or knowingly omit to do any act, whereby any Copyright may become injected into the public domain.
Sample 1
No Bad Acts. To the Company's knowledge and except as disclosed in the Company's SEC Reports, none of its directors or officers is or has been the subject of, or a defendant in: (a) an enforcement action or prosecution (or settlement in lieu thereof) brought by a governmental authority relating to a violation of securities, fiduciary or criminal laws, or (b) a civil action (or settlement in lieu thereof) brought by stockholders or investors for violation of duties owed to the stockholders or investors, except a shareholder suit disclosed in the Company's filings with the SEC which was dismissed, in either case, which would be required to be disclosed in the Company's SEC Reports or which would eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Shares, as contemplated hereby.
Sample 1
No Bad Acts. Each of the Grantors (either itself or through licensees) will, except with respect to any Copyright that such Grantor shall reasonably determine is of negligible value (i) employ the Copyright for each published work with an appropriate notice of Copyright and (ii) not (and will not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Copyright may become invalidated. None of the Grantors will not (either itself or knowingly permit any licensee or sublicensee to) do any act, or knowingly omit to do any act, whereby any Copyright may become injected into the public domain.
Sample 1
No Bad Acts. Each Seller has a valid factual and documentary basis for the Claim and neither any Seller nor any of its relevant affiliates has engaged in any acts, conduct or omissions or had or will have any relationship with the Defendants or any of their respective affiliates that might result in any Seller receiving in respect of any Claim or the relevant Transferred Rights proportionately less payments or distributions, or any other less favorable treatment (including the timing of payments or distributions) with respect to any Claim or the relevant Transferred Rights, than is received by any other member of the Class.
Sample 1
AutoNDA by SimpleDocs

Related to No Bad Acts

  • Bad Actor No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the basis of being a "bad actor" as that term is established in the September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.

  • Permitted Acts Nothing in this Agreement shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons and any individual or entity “controlling,” controlled by,” or “under common control” with the Placement Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the ability to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

  • Excluded Acts To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under applicable law;

  • Prohibited Acts In addition to any other provision of the General Terms, the Subscriber shall not:

  • No Undisclosed Liabilities; Absence of Changes Except as and to the extent disclosed in the August 31, 1999 unaudited financial statements, none of WWNI or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of WWNI and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, none of WWNI or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to WWNI or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on WWNI. Except as and to the extent disclosed by WWNI there has not been (i) any material change by WWNI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by WWNI of any of its assets having a Material Adverse Effect on WWNI, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

  • Absence of Undisclosed Liabilities Pubco has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

  • Investment Company Act Margin Regulations (a) Neither any Obligor nor any of its Restricted Subsidiaries is, or is regulated as, an “investment company,” as such term is defined in the Investment Company Act of 1940 (as adopted in the United States), as amended.

  • No Undisclosed Liabilities, etc As of the date hereof, there are no liabilities of the Company or any of its Subsidiaries that would be required by GAAP to be reflected on the face of the balance sheet, except (i) liabilities reflected or reserved against in the financial statements contained in the Company Reports or in the Draft 10-Q, (ii) liabilities incurred since December 31, 2016 in the ordinary course of business and (iii) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.