Preservation of Good Will Sample Clauses

Preservation of Good Will. (a) Each of the Members (and each member of the Executive Committee) acknowledges that its joining in this Agreement is incident to its sale of its interest in ICG LLC and its good will in exchange for Common Units of the Company with materially different and improved rights to liquidity than the Members had prior to such transaction. Further, such transaction was in anticipation of the Company’s conversion of ICG LLC into the Limited Partnership and the sale of the Members’ beneficial interests in the Limited Partnership to the Public Company in exchange for the Cash Proceeds and Public Company Common Stock. In consideration of the sale of its interest in ICG LLC to the Company and the Public Company’s acquisition of (and agreement to acquire) the LP Units and the Company’s redemption of (and agreement to redeem) the Member’s Common Units to give effect to the Public Company’s acquisition, each of the Employee Members and each member of the Executive Committee agrees to comply with the covenants set forth in Section 13.1(b). (b) Except as otherwise expressly provided in this Agreement or with the prior written consent of the Executive Committee (or, in the case of a member of the Executive Committee, the prior written consent of a majority of the independent directors of the board of directors of the Public Company), which consent may be withheld in the sole and absolute discretion of the Executive Committee or the majority of independent directors, as applicable, no Employee Member or member of the Executive Committee, as applicable, shall do any of the following, directly or indirectly, during the periods indicated below, acting alone or as a member of a partnership or other business entity or as a holder of any security of any class of any business entity (provided, however, that nothing herein shall prohibit a Member or member of the Executive Committee from holding less than one percent (1%) of the outstanding amount of any security listed on a national securities exchange or NASDAQ of any corporation or other business entity): (i) During the term of such Employee Member’s employment with the Limited Partnership or its Affiliates or during the term of service on the Executive Committee, as applicable, and for two (2) years thereafter, request, induce or attempt to influence any Person who is a client of or supplier to the Limited Partnership or any of its Affiliates to limit, curtail or cancel its business with the Limited Partnership or any of its A...
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Preservation of Good Will. As a condition of entering into this Agreement, and as required by the Arrangement Agreement, Executive shall sign and enter into the Non-Competition and Non-Solicitation Agreement of even date.
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Preservation of Good Will. Following the Closing, ViewCall and Colorocs will restrict its activities so that NetChannel's reasonable expectations with respect to the goodwill, business reputation, employee relations and prospects connected with the Purchased Property will not be materially impaired.
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Preservation of Good Will. NOVELIS shall act in such a manner as to ensure the preservation of the goodwill associated with the Alcan brand and will comply with all applicable laws and regulations, and obtain all governmental approvals that may be necessary. NOVELIS shall not, by any act, tarnish, degrade or dilute the distinctiveness of the Alcan brand or injure the reputation and goodwill associated therewith.
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Related to Preservation of Good Will

  • Preservation of Marks Each Assignor agrees to use or license the use of its Marks in interstate commerce during the time in which this Agreement is in effect, sufficiently to preserve such Marks as trademarks or service marks registered under the laws of the United States or the relevant foreign jurisdiction.

  • Preservation of Records The Assuming Bank agrees that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, all Records of which it has custody for such period as either the Receiver or the Corporation in its discretion may require, until directed otherwise, in writing, by the Receiver or Corporation. The Assuming Bank shall have the primary responsibility to respond to subpoenas, discovery requests, and other similar official inquiries with respect to the Records of which it has custody.

  • Preservation, Maintenance, and Protection of the Property Inspections. Borrower will not destroy, damage, or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Whether or not Borrower is residing in the Property, Borrower must maintain the Property in order to prevent the Property from deteriorating or decreasing in value due to its condition. Unless Lender determines pursuant to Section 5 that repair or restoration is not economically feasible, Borrower will promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or condemnation proceeds are paid to Lender in connection with damage to, or the taking of, the Property, Borrower will be responsible for repairing or restoring the Property only if Xxxxxx has released proceeds for such purposes. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. If the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower remains obligated to complete such repair or restoration. Lender may make reasonable entries upon and inspections of the Property. If Lender has reasonable cause, Xxxxxx may inspect the interior of the improvements on the Property. Lender will give Borrower notice at the time of or prior to such an interior inspection specifying such reasonable cause.

  • Preservation of Company Existence The Servicer will preserve and maintain its company existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Preservation Fail to use reasonable efforts to preserve intact in any material respect their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates.

  • Preservation of Collateral Following the occurrence of a Default or Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of such security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Borrower’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Borrowers’ owned or leased property. Each Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

  • Preservation of Business The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

  • Preservation of Existence and Similar Matters Except as otherwise permitted under Section 9.4., the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Existence The Collateral Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

  • Cooperation of the Parties The Seller undertakes to notify the Buyer of any obstacles on his part, which may negatively influence proper and timely delivery of the Equipment.

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