Personal Goodwill. All of the Personal Goodwill is owned, and immediately prior to the Closing will be owned, by the Seller, free and clear of all liens, encumbrances, claims, options, security interests, calls and commitments of any kind. The Seller has full legal right, power and authority to enter into this Agreement and to sell, assign and transfer the Personal Goodwill to the Buyer and, on the Closing Date, the sale and assignment of the Personal Goodwill to the Buyer hereunder will transfer to the Buyer valid title thereto, free and clear of all liens, encumbrances, claims, options, security interests and commitments of any kind.
Personal Goodwill. All of the Personal Goodwill owned by Seller is free and clear of all liens, encumbrances, claims, options, security interests, calls and commitments of any kind, and the sale and assignment of the Personal Goodwill to Purchaser hereunder will transfer to Purchaser all of Seller’s title thereto, free and clear of all liens, encumbrances, claims, options, security interests and commitments of any kind.
Personal Goodwill. Xxxx acknowledges that he has been actively involved with the Farmers State Bank of Camp Point since 1969 and that during this period he has developed close relationships with customers, employees, correspondent bankers and vendors of Farmers State Bank of Camp Point. These relationships are attributable to Xxxx' own personal goodwill and are being sold separate and apart from Farmers State Bank of Camp Point.
Personal Goodwill. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Equityholders will sell, assign, transfer, convey and deliver to Buyer, and Buyer will purchase, acquire and accept from Equityholders, the Personal Goodwill, free and clear of all Encumbrances.
Personal Goodwill. Seller owns all right to and interest in the Personal Goodwill for which he is receiving the Earnout Consideration from Buyer. No other Person, including, without limitation, the Company, has any right, interest or claim with respect to such Personal Goodwill, and there are no agreements, written or verbal, that would indicate otherwise.
Personal Goodwill. Subject to the terms of this Agreement, each LLC Owner agrees to sell, assign, transfer, convey and deliver to FTI, and FTI agrees to purchase and acquire from Seller, all of Seller’s right, title and interest in and to all of such LLC Owner’s Personal Goodwill.
Personal Goodwill. With respect to each LLC Owner:
(a) Such LLC Owner independently has developed and owned his or her Personal Goodwill.
(b) All of such LLC Owner’s Personal Goodwill is owned, and immediately prior to the Closing will be owned, by such LLC Owner free and clear of all liens, encumbrances, claims, options, security interests, calls and commitments of any kind. Such LLC Owner has full legal right, power and authority to sell, assign and transfer such LLC Owner’s Personal Goodwill to Buyer and, on the Closing Date, the sale and assignment of such Personal Goodwill to Buyer hereunder will transfer to Buyer valid title thereto, free and clear of all Liens.
(c) Except for the operating agreements of the Selling Parties included in Schedule 3.2(b) (as such operating agreements may be amended in accordance with Section 5.1(u)), as of the Closing, such LLC Owner is not a party to any employment agreement, non-competition agreement or any other contract, agreement or arrangement, or subject to any restriction or condition contained in any permit, license, judgment, order, writ, injunction, decree or award that, individually or in the aggregate, adversely affects or restricts, or would be reasonably likely to adversely affect or restrict, such LLC Owner’s Personal Goodwill or Buyer’s acquisition, use or enjoyment thereof.
(d) To the knowledge of Seller, there are no facts or pending events that would prevent Buyer from realizing the economic benefits associated with such LLC Owner’s Personal Goodwill in the same manner as presently enjoyed by such LLC Owner.
Personal Goodwill. (a) All of the Personal Goodwill is owned immediately prior to the Closing by the Seller, free and clear of all liens, encumbrances, claims, options, security interests, calls and commitments of any kind.
(b) The Seller has full legal right, power and authority to enter into this Agreement and to sell, assign and transfer his Personal Goodwill to the Buyer and, on the Closing Date, the sale and assignment of the Personal Goodwill to the Buyer hereunder will transfer to the Buyer valid title thereto, free and clear of all liens, encumbrances, claims, options, security interests and commitments of any kind.
(c) The facts provided by or at the direction of Seller to KPMG LLP (“KPMG”) for the purpose of preparing its valuation of the Personal Goodwill as set forth in that certain report dated September 30, 2013 (the “KPMG Goodwill Valuation Report”), taken as a whole, were true and correct in all material respects as of such date and are true and correct, taken as a whole, in all material respects as of the date hereof. The assumptions regarding future conditions or events provided by the Seller to KPMG and upon which KPMG based its valuation of the Personal Goodwill as set forth in the KPMG Goodwill Valuation Report were prepared in good faith.
Personal Goodwill. The Purchaser agrees to purchase, and Xxxxxxx and Xxxxxxx agree to sell, assign, and transfer to the Purchaser, all of their interest in and to their Personal Goodwill as of the Closing. From and after the Closing, and from time to time thereafter throughout the Noncompetition Period, without further compensation, Xxxxxxx and Xxxxxxx will take all actions that the Purchaser deems reasonably necessary to ensure the orderly transition of the Personal Goodwill. Such actions may include, without limitation, the following: Xxxxxxx and Xxxxxxx introducing the Purchaser and/or its designees to Xxxxxxx and Bernard’s vendors, institutional customers, recurring customers and referral sources, and any others selected by the Purchaser, and using reasonable efforts to transfer to the Purchaser Xxxxxxx and Bernard’s goodwill and relationships with customers, contractors, vendors and referral sources to the individuals designated by the Purchaser. Such introductions and transitions shall be in the form of email, calls, written correspondence and/or face to face communication, at the option of the Purchaser. Xxxxxxx and Xxxxxxx shall use their reasonable efforts to persuade existing or prospective customers to be and remain customers of the Purchaser or its designee from and after the Closing Date. The compensation for the foregoing is described in Section 3.1(a)(ii) below.
