No Security. The Parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliates, (ii) Seller shall not have any rights as a security holder of Buyer or any of its affiliates as a result of Seller’s contingent right to receive any Earn Out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Payment.
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Synalloy Corp), Asset Purchase Agreement (Synalloy Corp)
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out the Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Buyer, (ii) the Seller shall not have any rights as a security holder of the Buyer or any of its affiliates as a result of the Seller’s 's contingent right to receive any Earn Out the Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out the Earn-out Payment.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Patriot National, Inc.), Asset Purchase Agreement (Patriot National, Inc.), Asset Purchase Agreement (Patriot National, Inc.)
No Security. The Parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earnout Payment shall not be represented by any form of certificate or other instrument, are not transferable, transferable except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Companies, (ii) no Seller shall not have any rights as a security holder securityholder of the Buyer or any of its affiliates the Companies as a result of such Seller’s contingent right to receive any Earn Out Earnout Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earnout Payment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Urban-Gro, Inc.), Stock Purchase Agreement (Urban-Gro, Inc.)
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Company, (ii) Seller shall not have any rights as a security holder of Buyer or any of its affiliates the Company as a result of Seller’s contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is shall be calculated or payable with respect to any Earn Out Earn-out Payment, except as set forth in Section 2.9.7.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Susser Petroleum Partners LP), Purchase and Sale Agreement
No Security. The Parties hereto understand and agree that (ia) the contingent rights to receive any Earn the Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Buyer, (iib) the Seller shall not have any rights as a security holder of the Buyer or any of its affiliates as a result of the Seller’s 's contingent right to receive any Earn the Earn-Out Payment hereunder, and (iiic) no interest is payable with respect to any Earn the Earn-Out Payment.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Patriot National, Inc.), Asset Purchase Agreement (Patriot National, Inc.)
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, transferable and do not constitute an equity or ownership interest in Buyer or any of its affiliates, (ii) Seller shall not have any rights as a security holder securityholder of Buyer or any of its affiliates as a result of Seller’s contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 2 contracts
Samples: Ip Acquisition Agreement (ObsEva SA), Ip Acquisition Agreement (XOMA Corp)
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesBuyer, (ii) Seller shall not have any rights as a security holder of Buyer or any of its affiliates as a result of Seller’s contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any the Company and are subject and subordinate to all rights of its affiliatesBuyer’s senior lender, (ii) Seller Sellers shall not have any rights as a security holder of Buyer or any of its affiliates the Company as a result of Seller’s Sellers’ contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliates, (ii) Seller shall not have any rights as a security holder of Buyer or any of its affiliates as a result of Seller’s contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Company, (ii) Seller Remaining Sellers shall not have any rights as a security holder securityholder of Buyer or any of its affiliates the Company as a result of a Remaining Seller’s contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Addvantage Technologies Group Inc)
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Company, (ii) no Seller shall not have any rights as a security holder of Buyer or any of its affiliates the Company as a result of such Seller’s contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
No Security. The Parties hereto understand acknowledge and agree that that: (i) the contingent rights to receive any Earn Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, transferable except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliates, the Company; (ii) Seller the Sellers shall not have any rights as a security holder securityholder of Buyer or any of its affiliates the Company as a result of Seller’s the Sellers’ contingent right to receive any Earn Earn-Out Payment hereunder, ; and (iii) no interest is payable with respect to any Earn Earn-Out Payment.
Appears in 1 contract
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Companies, (ii) Seller shall not have any rights as a security holder of Buyer or any of its affiliates the Companies as a result of Seller’s contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out PaymentEarn-out Payment other than as provided in this Section 2.06.
Appears in 1 contract
No Security. The Parties hereto understand and agree that (i) the contingent rights to receive any Earn Out an Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws Law relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesBuyer, (ii) Seller shall not have any rights as a security holder securityholder of Buyer or any of its affiliates as a result of Seller’s 's contingent right to receive any Earn Out an Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
No Security. The Parties hereto understand and agree that (i) the contingent rights to receive any Earn Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer Purchaser or the Company or any of its affiliatesSubsidiary, (ii) Seller the Shareholders shall not have any rights as a security holder securityholder of Buyer Purchaser or the Company or any of its affiliates Subsidiary as a result of Sellerany Shareholder’s contingent right to receive any Earn Earn-Out Payment hereunder, and (iii) no interest is payable with respect to any Earn Earn-Out Payment.
Appears in 1 contract
No Security. The Parties parties hereto understand and agree that that: (ia) the contingent rights to receive any Earn Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliates, the Company; (iib) Seller Sellers shall not have any rights as a security holder securityholder of Buyer or any of its affiliates the Company as a result of Seller’s contingent right to receive any Earn Out Payment hereunder, such rights; and (iiic) no interest is payable with respect to any Earn Earn-Out Payment.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (CRAWFORD UNITED Corp)
No Security. The Parties hereto understand and agree that (i) the contingent rights right to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are is not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do does not constitute an equity or ownership interest in Buyer or any of its affiliatesBuyer, (ii) Seller shall not have any rights as a security holder securityholder of Buyer or any of its affiliates as a result of Seller’s contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
No Security. The Parties hereto understand and agree that (i) the contingent rights to receive any Earn Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Company, (ii) Seller shall not have any rights as a security holder holders of Buyer or any of its affiliates the Company as a result of Seller’s contingent right to receive any Earn Earn-Out Payment hereunder, and (iii) no interest is payable with respect to any Earn Earn-Out Payment.
Appears in 1 contract
No Security. The Parties hereto understand and agree that (ia) the contingent rights to receive any Earn the Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Buyer, (iib) the Seller shall not have any rights as a security holder of the Buyer or any of its affiliates as a result of the Seller’s contingent right to receive any Earn the Earn-Out Payment hereunder, and (iiic) no interest is payable with respect to any Earn the Earn-Out Payment.
Appears in 1 contract
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community propertyLaw, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Company, (ii) Seller shall not have any rights as a security holder securityholder of Buyer or any of its affiliates the Company as a result of Seller’s contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Company, (ii) Seller the Shareholders shall not have any rights as a security holder securityholder of Buyer or any of its affiliates the Company as a result of Seller’s the Shareholders’ contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Company, (ii) Seller shall not have any rights as a security holder of Buyer or any of its affiliates the Company as a result of Seller’s 's contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
No Security. The Parties hereto understand and agree that (ia) the contingent rights to receive any Earn Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating Laws, pursuant to descent and distributionfinancing agreement collateral requirements, divorce and community propertyor in connection with a sale or transfer of all or substantially all of Seller’s assets, and do not constitute an equity or ownership interest in Buyer Purchaser or any of its affiliatesthe Business, (iib) Seller shall not have any rights as a security holder securityholder of Buyer Purchaser or any of its affiliates the Business as a result of Seller’s 's contingent right to receive any Earn Earn-Out Payment hereunder, and (iiic) no interest is payable with respect to any Earn Earn-Out Payment.
Appears in 1 contract
Samples: Earn Out Agreement
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesBuyer, (ii) Seller shall not have any rights as a security holder securityholder of Buyer or any of its affiliates as a result of Seller’s 's contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
No Security. The Parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by the operation of Laws Law relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesthe Buyer, (ii) Seller the Sellers shall not have any rights as a security holder of the Buyer or any of its affiliates as a result of Seller’s their contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
Samples: Asset Purchase Agreement (Global Eagle Entertainment Inc.)
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesBuyer, (ii) none of Seller Companies nor the Stockholder shall not have any rights as a security holder securityholder of Buyer or any of its affiliates as a result of Seller’s the Seller Companies’ contingent right to receive any Earn Earn-Out Payment hereunder, and (iii) no interest is payable with respect to any Earn Earn-Out Payment, except pursuant to the terms of the 2019 Earn-Out Promissory Note.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cross Country Healthcare Inc)
No Security. The Parties hereto understand and agree that (ia) the contingent rights to receive any Earn Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating Laws, pursuant to descent and distributionfinancing agreement collateral requirements, divorce and community propertyor in connection with a sale or transfer of all or substantially all of Seller’s assets, and do not constitute an equity or ownership interest in Buyer Purchaser or any of its affiliatesthe Business, (iib) Seller shall not have any rights as a security holder securityholder of Buyer Purchaser or any of its affiliates the Business as a result of Seller’s contingent right to receive any Earn Earn-Out Payment hereunder, and (iiic) no interest is payable with respect to any Earn Earn-Out Payment.
Appears in 1 contract
No Security. The Parties parties hereto understand and agree that (i) the contingent rights to receive any Earn Out Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its affiliatesBuyer, (ii) Seller shall not have any rights as a security holder securityholders of Buyer or any of its affiliates as a result of Seller’s contingent right to receive any Earn Out Earn-out Payment hereunder, and (iii) no interest is payable with respect to any Earn Out Earn-out Payment.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Enservco Corp)