Soundelux and the Founders Sample Clauses

Soundelux and the Founders. For a period of five (5) years following the Closing Date, each of Soundelux and the Founders (each, a Person) covenant, severally but not jointly, that each such Person shall not directly or indirectly, for itself or as agent of or on behalf of or in conjunction with any person, corporation or other entity, or as partner of any partnership, or as a shareholder or member of any corporation or other entity, compete with the Acquired Businesses, as long as the Acquired Businesses are conducted by the Companies, or by any parent, Subsidiary, Affiliate or related company of the Companies, or by any successor of any of them (collectively the "Purchaser Group"), or engage in any aspect of such business (including, without limitation, provision of any sound post production or sound editing services, whether as an employee or otherwise, for any studio, production or post production company), nor will such Person permit any person or entity (other than Sellers) in which it is financially interested or has assisted financially, or of which it is an owner or agent, so to compete or so to engage in such business. However, notwithstanding any other provision of this Section 5.11, (x) each of Soundelux and the Founders may continue to engage in the operation of the Retained Businesses, as such businesses are operated on the date of this Agreement and including any reasonable extensions or derivations thereof implemented by Sellers; provided, however, that such Retained Businesses (or any extensions or derivations thereof) shall not include any aspect of the sound post-production business, unless (i) such sound post production is conducted within the territory of Orlando, Florida or the surrounding vicinity (the "Orlando Area"), or (ii) if outside of the Orlando Area, such sound post production is directly related to the LBE business; and (y) if either Founder's employment by Livewire is terminated by Livewire without cause, such Founder may become employed by a studio as long as such Founder does not provide or oversee sound post-production or sound editing services for that studio.
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Related to Soundelux and the Founders

  • Canada and the USA A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • COVENANTS OF THE ADVISOR, CMF AND THE PARTNERSHIP (a) The Advisor agrees as follows:

  • Covenants of the Fund and the Bank 6.01 The Fund shall promptly furnish to the Bank the following:

  • COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:

  • Covenants of the Fund and the Transfer Agent 11.1 The Fund shall promptly furnish to the Transfer Agent the following:

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