To induce Xx Sample Clauses

To induce Xx. Xxxxxx to enter into this assignment and subscription agreement, TWC represents and warrants to Xx. Xxxxxx as follows, with TWC's understanding and agreement that VTLP and HLN will each rely on these representations and warranties as though the representations and warranties were made directly to HLN and VTLP: a. TWC understands that an investment in VTLP and (following the liquidating distribution) HLN is one of high risk, and a significant possibility exists that TWC may lose his entire investment. Without limiting the generality of the foregoing, TWC specifically understands that: The proceeds to be received from TWC will not be sufficient for HLN to accomplish its corporate objectives as outlined in the due diligence information received by TWC. The ownership of the intellectual property that forms the basis for the Technology owned by VTLP (which will be assigned to HLN) is primarily with VTLP, but also is possibly with certain individuals including, without limitation, Xx. Xxxxxx, Xxx. Xxxxxx, and J. Xxxx Xxxxxx. TWC understands that, although these persons have agreed to assign their interests in the intellectual property, the Technology, and the other assets of VTLP, they have not yet done so. HLN has entered or will shortly enter into an agreement by which an unaffiliated entity by which that entity will have an option to acquire 817 shares of Series A Preferred Stock to be issued by HLN for a total investment of $8,170,000, a portion of which investment will include the reimbursement of expenses previously incurred by such entity. That entity will also obtain an option to enter into an exclusive manufacturing agreement for the broadband communications units, as well as obtaining certain marketing rights. The Series A Preferred Stock will be created with voting rights, liquidation and dividend rights, and other rights and preferences which will be senior to the Series B Common Stock. HLN can offer no assurance that its technology will ever result in a broadband communications unit of the type witnessed by representatives of TWC becoming available commercially or, if it becomes commercially available, that it will become a commercial success. The Series B Common Stock has been authorized pursuant to a certificate of designation filed with the Delaware Secretary of State and which TWC has reviewed to the extent it has determined such review to be necessary or appropriate. The interest in VTLP is subject to the provisions and restrictions contained i...

Related to To induce Xx

Illegal Activity No portion of the Property has been or will be purchased with proceeds of any illegal activity.
No Governmental Prohibition No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
Nonadmission of Wrongdoing The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.
No Outside Advertising No outside advertisement for any vacancy shall be placed until the applications of present union members have been fully processed.
Plagiarism The appropriation of another person's ideas, processes, results, or words without giving appropriate credit.
No Unlawful or Prohibited Use Intellectual Property
Non-Admission of Wrongdoing The Parties agree neither this Agreement nor the furnishing of the consideration for same shall be deemed or construed at any time for any purpose as an admission by any Party of any liability or unlawful conduct of any kind.
Illegal Activities Seller shall not engage in any conduct or activity that could subject its assets to forfeiture or seizure.
SEXUAL EXPLOITATION 18.1 The Contractor shall take all appropriate measures to prevent sexual exploitation or abuse of anyone by it or by any of its employees or any other persons who may be engaged by the Contractor to perform any services under the Contract. For these purposes, sexual activity with any person less than eighteen years of age, regardless of any laws relating to consent, shall constitute the sexual exploitation and abuse of such person. In addition, the Contractor shall refrain from, and shall take all appropriate measures to prohibit its employees or other persons engaged by it from, exchanging any money, goods, services, offers of employment or other things of value, for sexual favors or activities, or from engaging in any sexual activities that are exploitive or degrading to any person. The Contractor acknowledges and agrees that the provisions hereof constitute an essential term of the Contract and that any breach of this representation and warranty shall entitle UNDP to terminate the Contract immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind. 18.2 UNDP shall not apply the foregoing standard relating to age in any case in which the Contractor’s personnel or any other person who may be engaged by the Contractor to perform any services under the Contract is married to the person less than the age of eighteen years with whom sexual activity has occurred and in which such marriage is recognized as valid under the laws of the country of citizenship of such Contractor’s personnel or such other person who may be engaged by the Contractor to perform any services under the Contract.
Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.