PROTECTION OF THE INTERESTS OF THE BUYER Sample Clauses

PROTECTION OF THE INTERESTS OF THE BUYER. (a) The Seller will, or will cause the Servicer to, from time to time do and perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statements, continuation statements, the Certificate of Participation and notices of Certificate of Participation relating to the Participation Interest for filing under the provisions of the Uniform Commercial Code of any applicable jurisdiction, the execution, amendment or supplementation of any instrument of transfer, and the making of notations on the Records of the Seller) as may be requested by the Buyer in order to effect the purposes of this Agreement and the sale of the Participation Interest hereunder and to perfect the Buyer's right, title and interest in the Receivables Pool and all Collections with respect thereto against all Persons whomsoever. (b) To the fullest extent permitted by applicable Law, the Seller hereby irrevocably grants to the Buyer and the Referral Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to sign and file in the name of the Seller, or in its own name, financing statements and continuation statements and amendments thereto with respect to the Buyer's Participation Interest in the Purchased Receivables. (c) At any reasonable time and from time to time at the Buyer's reasonable request upon notice to the Seller, the Company or the Servicer, the Seller, the Company or the Servicer, as the case may be, shall permit such Person as the Buyer may designate to conduct audits or visit and inspect any of the properties of the Seller, the Company or the Servicer, as the case may be, to examine the Records, internal controls and procedures maintained by the Seller, the Company or the Servicer, as the case may be, and take copies and extracts therefrom, and to discuss the Seller's, the Company's or the Servicer's, as the case may be, affairs with its officers, employees and independent accountants. Each of the Seller, the Company and the Servicer hereby authorizes such officers, employees and independent accountants to discuss with the Buyer the affairs of the Seller, the Company or the Servicer, as the case may be. The Seller shall reimburse the Buyer for all reasonable fees, costs and expenses incurred by or on behalf of the Buyer in connection with the foregoing actions promptly upon receipt of a written invoice therefor. (d) The Buyer shall have the right...
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PROTECTION OF THE INTERESTS OF THE BUYER. 11.1 The Sellers acknowledge that the Buyer is buying the Shares in accordance with the terms of this Agreement and that the Buyer is therefore entitled to protect the goodwill of each Group Company. Accordingly (but subject to clause 11.2), each Seller, severally agrees that he shall not, directly or indirectly, alone or jointly with any other person (including a family member), and whether as employee, shareholder, partner, director, principal, consultant or agent or in any other capacity, at any time during, in respect of the Founders, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxxxxxx, the period starting on (and including) the Completion Date and ending on (and including) 30 September 2020, and, in respect of Xxxxxxx Xxxxx and Xxxx Xxxxxxxx, the period starting on (and including) the Completion Date and ending on (and including) 30 September 2019: 11.1.1 within the Restricted Area carry on, be engaged, employed, concerned in, or knowingly assist any business which competes or seeks to compete with the Restricted Business; 11.1.2 within the Restricted Area carry on, be engaged, employed, concerned in, or knowingly assist any business which is interested in the production, harvest distribution or sale of honey; 11.1.3 so as to compete with any Group Company, accept orders from, act for or have any business dealings with any Restricted Customer; 11.1.4 so as to compete with any Group Company, solicit business from or canvas any Restricted Customer; 11.1.5 solicit or induce or endeavour to solicit or induce any Restricted Supplier to cease to deal with any Group Company or to restrict or to adversely vary the terms of supply to a Group Company or knowingly interfere in any way with any relationship between a Restricted Supplier and any Group Company; 11.1.6 solicit or induce or endeavour to solicit or induce any Senior Employee to cease working for or providing services to any Group Company, whether or not such person would thereby commit a breach of contract; 11.1.7 employ or otherwise engage any Senior Employee in any business if that business is or seeks to be in competition with the Restricted Business; or 11.1.8 do or say anything which will, or would reasonably be expected to, damage the goodwill of the Group, any Group Company or any member of the Buyer’s Group or the Carlyle Funds. 11.2 Nothing in clause 11.1 shall prohibit any Seller from: 11.2.1 holding any interest in any securities listed or dealt in on any market of a recognised investment exchange (as de...
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PROTECTION OF THE INTERESTS OF THE BUYER. 16.1 For the purposes of this clause 16, the following words and expressions shall have the following meanings:
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PROTECTION OF THE INTERESTS OF THE BUYER. 10.1 The Seller and the Guarantor agree that they shall not and shall procure that no member of the Seller’s Group will, directly or indirectly, alone or jointly with any other person, and whether as shareholder, partner, director, principal, consultant or agent: 10.1.1 for a period of two years starting on the Completion Date, carry on or be engaged, interested or concerned in any business which carries on the Business within any country in which any Group Company or any other member of the Seller’s Group carries on the Business at Completion; 10.1.2 for a period of two years starting on the Completion Date, induce, or endeavour to induce, any Senior Employee to leave his position, whether or not that person would commit a breach of his contract by so leaving, or employ any Senior Employee; 10.1.3 for a period of two years starting on the Completion Date, solicit business from any Agents or otherwise have any dealings with any Agents, in either case, in relation to the Business. 10.2 For the avoidance of doubt, nothing in clause 10.1 shall prohibit the Seller, the Guarantor, or any other member of the Seller’s Group from: 10.2.1 carrying on the commercial/corporate foreign exchange businesses of the Seller and/or any other member of the Seller’s Group, including the business of offering bank to bank wires, travellers’ cheques, drafts and prepaid cards; 10.2.2 providing services pursuant to and in accordance with the terms of the Transitional Services Agreement; and 10.2.3 carrying on the business of offering money transfer services as agent, but not as principal, whether through foreign exchange bureaux or otherwise.
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PROTECTION OF THE INTERESTS OF THE BUYER. (a) To the fullest extent permitted by applicable Law, each Seller hereby authorizes and irrevocably grants to the applicable Subservicer, the Master Servicer and the Buyer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to execute, deliver and file in the name of the Seller, or in its own name, such financing statements, continuation statements and other instruments and documents for filing under the provisions of the UCC of any applicable jurisdiction and such instruments of transfer and any notices of assignment and to make such notations on the Records as the applicable Subservicer, the Master Servicer or the Buyer deems necessary to protect or perfect the Buyer’s interest in the Receivables. (b) Subject to the limitations set forth herein, the Buyer shall have the right to do all such acts and things as they may deem necessary to protect their interests, including confirmation and verification of the existence, amount and status of the Receivables.
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PROTECTION OF THE INTERESTS OF THE BUYER. 11.1 The Founder Shareholders acknowledge that the Buyer is buying the Sellers' Shares and the Sellers' Option Shares in accordance with the terms of this Agreement and that the Buyer is therefore entitled to protect the goodwill of each Group Company. Accordingly, each of the Founder Shareholders agrees (in respect of himself and not in respect of any other Founder Shareholder) that he shall not (except as required in pursuance of his duties or responsibilities towards any Group Company), directly or indirectly, alone or jointly with any other person, and whether as shareholder, partner, director, principal, consultant or agent or in any other capacity: 11.1.1 for a period of 24 months starting on the Completion Date, carry on or be engaged, interested or concerned in, or assist any business which within any territory in which any Group Company currently trades, has traded in the six months prior to the Signing Date or plans to trade as at the Completion Date, competes with any business carried on by any Group Company at Completion; 11.1.2 for a period of 24 months starting on the Completion Date, and to the detriment of any business of any Group Company carried on as at Completion, accept business from any Customer; 11.1.3 for a period of 24 months starting on the Completion Date, and to the detriment of any business of any Group Company carried on as at Completion, accept business from any Prospective Customer; 11.1.4 for a period of 24 months starting on the Completion Date, and to the detriment of any business of any Group Company carried on as at Completion, solicit business from any Customer; 11.1.5 for a period of 24 months starting on the Completion Date, and to the detriment of any business of any Group Company carried on as at Completion, solicit business from any Prospective Customer; 11.1.6 for a period of 24 months starting on the Completion Date, and to the detriment of any business of any Group Company carried on as at Completion, induce or endeavour to induce any Supplier to cease to supply, or to restrict or adversely to vary the terms of supply to, that business; 11.1.7 for a period of 24 months starting on the Completion Date, and to the detriment of any business of any Group Company carried on as at Completion, employ or engage the services of any Senior Employee; 11.1.8 for a period of 24 months starting on the Completion Date, and to the detriment of any business of any Group Company carried on as at Completion, induce, or endeavour ...
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PROTECTION OF THE INTERESTS OF THE BUYER. 13.1 The Seller acknowledges that the Buyer is buying the Sale Shares in accordance with the terms of this Agreement and that the Buyer is therefore entitled to protect the goodwill of the Company. Accordingly, the Seller agrees with the Buyer that it shall not, directly or indirectly, alone or jointly with any other person, and whether as a shareholder, partner, director, principal, consultant or agent or in any other capacity: a. for a period of 12 months starting on the Closing Date, carry on or be engaged, interested or concerned in or lend money to any business within China, the United Kingdom, or the wider Europe, Middle East and Africa region which is in competition with the Business as carried on by the Company at any time during the 12 months immediately prior to Closing; b. for a period of 12 months starting on the Closing Date, and to the detriment of the Business carried on at Closing, induce or endeavour to induce any Supplier to cease to supply, or to restrict or adversely to vary the terms of supply to, the Business; and c. for a period of 12 months starting on the Closing Date, and to the detriment of the Business, induce, or endeavour to induce, any Senior Manager to leave his or her 7153497 v5 |US-DOCS\117790358.20|| position, whether or not that person would commit a breach of his contract by so leaving. 13.2 Nothing in clause 13.1 shall prohibit: a. the Seller from holding any interest in any securities listed or dealt in on any securities exchange or market if the Seller and any member of the Seller’s Group are together interested in securities which amount to less than 3 per cent of the issued securities of that class and which in all circumstances carry less than 3 per cent of the voting rights (if any) attaching to the issued securities of that class, and if neither the Seller nor any member of the Seller’s Group is involved in the management of the business of the issuer of the securities or any subsidiary undertaking of that issuer except by virtue of the exercise of any voting rights attaching to the securities; b. the Seller or any member of the Seller’s Group being engaged in the business carried on by Icagen Inc. as at the date of this Agreement; c. the Seller or any member of the Seller’s Group acquiring an undertaking which operates a business that directly competes with the Business of the Company, provided such business is an ancillary aspect of the target undertaking’s business (meaning that is represents less than twenty...
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PROTECTION OF THE INTERESTS OF THE BUYER. 6.1. The Seller acknowledges that the Buyer is buying the Sale Shares in accordance with the terms of this Agreement and that the Buyer is therefore entitled to protect the goodwill of the Company. Accordingly, the Seller agrees with the Buyer that it shall not, directly or indirectly, alone or jointly with any other person, and whether as a Shareholder, partner, director, principal, consultant or agent or in any other capacity: (a) for a period of twelve months starting on the Completion Date, and to the detriment of the Business, employ or engage the services of any Key Employee, provided that this clause shall not apply to or prohibit the employment of any Key Employee who responds to general advertising or other untargeted communication not directed solely to a Key Employee; or (b) for a period of twelve months starting on the Completion Date, and to the detriment of the Business, induce, or endeavour to induce, any Key Employee to leave their position, whether or not that person would commit a breach of their contract by so leaving. 6.2. The Seller shall ensure (to the extent within its control) that none of its Affiliates take or omit to take any action which, if taken or omitted by the Seller, would constitute a breach of clause 6.1. 6.3. The parties acknowledge that each of the obligations in this clause 6 are reasonable as to subject matter, area and duration and is necessary to protect the Buyer's legitimate interest in the goodwill of the Company. 6.4. Without prejudice to any other remedy which may be available to the Buyer, the parties agree that the Buyer shall be entitled to seek injunctive or other equitable relief in relation to any breach of clause 6.1, it being acknowledged that an award of damages might not be an adequate remedy if there is such a breach.
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Related to PROTECTION OF THE INTERESTS OF THE BUYER

  • Persons Having Access to Assets of the Portfolios Notwithstanding anything to the contrary contained in this Agreement, no Authorized Person, Trustee, officer, employee or agent of any Fund shall have physical access to the assets of any Portfolio of that Fund held by the Custodian nor shall the Custodian deliver any assets of a Portfolio for delivery to an account of such person; provided, however, that nothing in this Section 3.03 shall prohibit (a) any Authorized Person from giving Proper Instructions, or any person authorized to issue Special Instructions from issuing Special Instructions, so long as such action does not result in delivery of or access to assets of any Portfolio prohibited by this Section 3.03; or (b) each Fund's independent certified public accountants from examining or reviewing the assets of the Portfolios of the Fund held by the Custodian. Each Fund shall deliver to the Custodian a written certificate identifying such Authorized Persons, Trustees, officers, employees and agents of such Fund.

  • RIGHTS OF THE UNION Section 4.1 The Union has the right and responsibility to represent the interests of all employees in the unit; to present its views to the District on matters of concern, and to enter collective negotiations with the object of reaching an agreement applicable to all employees within the unit, except that by such obligation neither party shall be compelled to agree to a proposal or be required to make a concession. Section 4.2 The Union shall promptly be notified by the District of any formal grievance of any employee in the unit in accordance with the provisions of the Discharge and Grievance articles contained herein. The Union is entitled to have an observer at hearings conducted by any District official or body arising out of a grievance and to make known the Union's views concerning the case. Section 4.3 The Employer, as part of the general orientation of each new employee within the unit subject to this Agreement, shall make available to each employee, a copy of this Agreement. Section 4.4 The President of the Union and/or the President's representatives will be provided time off without loss of pay to a maximum of twenty-five days (25) days total per year, to be used at the discretion of the executive board. The leave will be granted for the President and the Union representatives to attend regional or state meetings when the purpose of these meetings. Additional release days may be granted. The Union will reimburse the District for the cost of any required substitute. Such use shall not interfere with District operations. 4.4.1 Upon return from such leave, the employee will be returned to the position previously held. 4.4.2 All seniority rights for such employee shall be retained and accrued. Section 4.5 The names of employees in the respective unit will be made available to the President of the Union upon request. On or before the first day of October of each year during the term of this Agreement, the District shall provide the Union with information regarding each employee in the bargaining unit on a form to be provided by the Union. Upon request the information shall be supplemented and revised quarterly. Employee information given to the Union shall be used solely for the purpose of union business. Section 4.6 The Union reserves and retains the right to delegate any Union right or duty contained herein to appropriate officials of the American Federation of Teachers Union of Washington. Section 4.7 Visitation rights shall be granted to the designated representative of the Union to visit employees in the unit for the purpose of grievance procedures and/or general information data. This excludes recruitment during working hours. The union representative shall notify his/her immediate supervisor and the building office (for employees assigned to a school site regularly or for the day) before leaving the assigned worksite and shall notify the building office upon arrival. For any union representative working in Maintenance, the representative shall notify his/her lead and the Maintenance Supervisor. Union meetings may be held during working hours with prior approval of the Superintendent or designee.

  • Persons Having Access to Assets of the Fund (a) No trustee or agent of the Fund, and no officer, director, employee or agent of the Fund's investment adviser, of any sub-investment adviser of the Fund, or of the Fund's administrator, shall have physical access to the assets of the Fund held by the Custodian or be authorized or permitted to withdraw any investments of the Fund, nor shall the Custodian deliver any assets of the Fund to any such person. No officer, director, employee or agent of the Custodian who holds any similar position with the Fund's investment adviser, with any sub-investment adviser of the Fund or with the Fund's administrator shall have access to the assets of the Fund. (b) Nothing in this Section 5 shall prohibit any duly authorized officer, employee or agent of the Fund, or any duly authorized officer, director, employee or agent of the investment adviser, of any sub-investment adviser of the Fund or of the Fund's administrator, from giving Instructions to the Custodian or executing a Certificate so long as it does not result in delivery of or access to assets of the Fund prohibited by paragraph (a) of this Section 5.

  • Rights of the Company in Respect of the Master Servicer The Master Servicer shall afford the Company, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Company with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from any Person or Persons identified by the Company or Residential Funding. The Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Company or its designee. The Company shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

  • Certain Characteristics of the Receivables (A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than three (3) months and not more than eighty-four (84) months. (B) Each Receivable had an original maturity, as of the Cutoff Date, of not less than three (3) months and not more than eighty-four (84) months. (C) Each Receivable had a remaining Principal Balance, as of the Cutoff Date, of at least $250 and not more than $150,000. (D) Each Receivable had an Annual Percentage Rate, as of the Cutoff Date, of not more than 20%. (E) No Receivable was more than thirty (30) days past due as of the Cutoff Date. (F) Each Receivable arose under a Contract that is governed by the laws of the United States or any State thereof. (G) Each Obligor had a billing address in the United States or a United States territory as of the date of origination of the related Receivable. (H) Each Receivable is denominated in, and each Contract provides for payment in, United States dollars. (I) Each Receivable arose under a Contract that is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under the Sale and Servicing Agreement, including, without limitation, its right to review the Contract. Each Receivable prohibits the sale or transfer of the Financed Vehicle without the consent of the Servicer. (J) Each Receivable arose under a Contract with respect to which GM Financial has performed all obligations required to be performed by it thereunder. (K) No automobile related to a Receivable was held in repossession inventory as of the Cutoff Date. (L) The Servicer’s records do not indicate that any Obligor was in bankruptcy as of the Cutoff Date. (M) No Obligor is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

  • Limitations of Liability of the Trustees and Shareholders A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate Fund.

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • CHARACTERISTICS OF THE ACADEMY The characteristics of the Academy set down in Section 1(6) of the Academies Act 2010, are that:

  • Limitations of Liability of Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

  • Liability of the Holders of the Certificates The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify any injured party for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid out of the Owner Trust Estate); provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Bonds or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Bondholder in the capacity of an investor in the Bonds. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.

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