No Shop Obligation Sample Clauses

No Shop Obligation. Novoste will not, directly or indirectly, negotiate with other parties as to the sale of all or any portion of the Acquired Assets, except to the extent Novoste’s board of directors determines in good faith, after having taken into account the advice of Novoste’s outside legal counsel, that such negotiations are required in order for Novoste’s board of directors to comply with its fiduciary obligations to Novoste’s stockholders under applicable law. Subject to the exception set forth in the immediately preceding sentence, in the case of any inquiry from a party or parties as to the possible acquisition of all or any portion of the Acquired Assets, Novoste will promptly advise, or use its Commercially Reasonable Efforts to cause its agents to advise, such party or parties of the existence of this Agreement.
Sample 1Sample 2
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No Shop Obligation. During the period from and including the date of the Framework Agreement to the earlier of (i) the termination of the Framework Agreement in accordance with its terms and (ii) the Long- Stop Date, the Manager: (a) shall not, and shall not authorise or cause any of its employees, officers, agents and advisers or other representatives or associates to, on behalf of Saizen REIT or the Manager or otherwise, whether directly or indirectly, (a) solicit any approach, expression of interest, offer or proposal from, (b) enter into any discussions or negotiations with, (c) enter into any agreement, arrangement or understanding with, or (d) announce or communicate any intention to do any of the foregoing to or with, any other person in connection with any initial, further or continuing approach, expression of interest, offer or proposal to or by or on behalf of such other person involving a transaction taking place with the intention to do any of the things as follows: (i) preclude or restrict or delay or prejudice the Properties Acquisition; (ii) acquire or become the holder of, or otherwise have an economic or other interest in all or any part of Saizen REIT or any part of the securityholdings or share capital (as the case may be) of Saizen REIT; (iii) acquire control of Saizen REIT; or (iv) otherwise acquire or merge with Saizen REIT; and (b) shall not without the prior written consent of HDAL and SDPSL: (i) solicit, initiate or permit any person other than HDAL and SDPSL to undertake due diligence or other investigations on Saizen REIT, in relation to any expression of interest, offer or proposal of the kind referred to in paragraph 4.6(a); or (ii) make available to any other person or permit any other person to receive any non-public information relating to Saizen REIT in relation to any expression of interest, offer or proposal of the kind referred to in paragraph 4.6(a), provided that nothing in the foregoing prevents the Manager from providing information to the SGX-ST, rating agencies, any Governmental Agency or the auditors of Saizen REIT and the Manager and advisers acting in that capacity, in the ordinary course of business.
Sample 1
No Shop Obligation. During the period from and including the date of the Implementation Agreement to the earlier of (i) the termination of the Implementation Agreement in accordance with its terms and (ii) the Long-Stop Date, but subject to any applicable fiduciary duties, the Manager: (a) shall not, and shall not authorise or cause any of its employees, officers, agents and advisers or other representatives or associates to, on behalf of Saizen REIT or the Manager or otherwise, whether directly or indirectly, (a) solicit any approach, expression of interest, offer or proposal from, (b) enter into any discussions or negotiations with, (c) enter into any agreement, arrangement or understanding with, or (d) announce or communicate any intention to do any of the foregoing to or with, any other person in connection with any initial, further or continuing approach, expression of interest, offer or proposal to or by or on behalf of such other person involving a transaction taking place with the intention to do any of the things as follows: (i) preclude or restrict or delay or prejudice the Properties Acquisition or the RTO; (ii) acquire or become the holder of, or otherwise have an economic or other interest in all or any part of Saizen REIT or any part of the securityholdings or share capital (as the case may be) of Saizen REIT; (iii) acquire control of Saizen REIT; or
Sample 1

Related to No Shop Obligation

  • Valid Obligation Notes issued on the registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and have the same benefits under this Indenture as the Notes surrendered for registration of transfer or exchange.

  • Swap Obligations Neither the Company nor any of its Subsidiaries has incurred any outstanding obligations under any Swap Contracts, other than Permitted Swap Obligations. The Company has undertaken its own independent assessment of its consolidated assets, liabilities and commitments and has considered appropriate means of mitigating and managing risks associated with such matters and has not relied on any swap counterparty or any Affiliate of any swap counterparty in determining whether to enter into any Swap Contract.

  • Direct Obligation Neither Agent nor any other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor, any other Credit Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Agent or any other Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Transaction Obligor of its obligations under any of the Finance Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; (d) have or be deemed to have any relationship of trust or agency with, any Obligor.

  • Limited Obligation or Liability In exercising remedies, whether as a secured creditor or otherwise, no Senior Priority Agent shall have any obligation or liability to any Junior Priority Secured Party, or (except as may be separately agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby) to any other Senior Priority Secured Party, in each case regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by such Senior Priority Agent under the terms of this Agreement. In exercising remedies, whether as a secured creditor or otherwise, no Junior Priority Agent shall have any obligation or liability (except as may be separately agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Creditors represented thereby) to any other Junior Priority Secured Party, in each case regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by such Junior Priority Agent under the terms of this Agreement.

  • MAXIMUM OBLIGATION A. The Total Maximum Obligation of County for services provided in accordance with this Contract, and the separate Maximum Obligations for each period under this Contract, are as specified in the Referenced Contract Provisions of this Contract, except as allowed for in Subparagraph B. below. B. Administrator may amend the Maximum Obligation by an amount not to exceed ten percent (10%) of Period One funding for this Contract.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

  • Joint Obligation If there be more than one Tenant the obligations hereunder imposed upon Tenants shall be joint and several.

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