UNICAPITAL Sample Clauses

UNICAPITAL. UniCapital recognizes and acknowledges that it has in the past, currently has, and prior to the Closing Date will have, access to certain confidential information solely of the Company in connection with its business. UniCapital agrees that, prior to the Closing Date, it will not disclose any such confidential information to any person, firm, corporation, association, or other entity for any purpose or reason whatsoever without prior written consent of the Stockholders. In the event of a breach or threatened breach by UniCapital of the provisions of this Section 15.2, the Stockholders shall be entitled to an injunction restraining UniCapital from disclosing, in whole or in part, such confidential information. Nothing contained herein shall be construed as prohibiting the Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
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UNICAPITAL. UniCapital recognizes and acknowledges that it has in the past, currently has, and prior to the Closing Date will have, access to certain confidential information solely of the Company in connection with their respective businesses. UniCapital agrees that, prior to the Closing Date, it will not disclose any such confidential information to any person, firm, corporation, association, or other entity for any purpose or reason whatsoever without prior written consent of the Stockholders, except as may be required by law or order of a court of competent jurisdiction, unless UniCapital can show that such information has become known to the public generally through no fault of the UniCapital. Prior to disclosing any confidential information required by law or order of a court of competent jurisdiction, UniCapital shall provide Stockholders with prompt notice of the disclosure requirement so that Stockholders may take whatever action it deems appropriate to prohibit such disclosure.. In the event of a breach or threatened breach by UniCapital of the provisions of this Section 15.2, the Stockholders shall be entitled to an injunction restraining UniCapital from disclosing, in whole or in part, such confidential information. Nothing contained herein shall be construed as prohibiting the Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
Sample 1
UNICAPITAL. UniCapital recognizes and acknowledges that it has in the past, currently has, and prior to the Closing Date will have, access to (i) certain confidential information solely of the Company in connection with their respective businesses ("Company Information") and (ii) certain confidential information concerning the Stockholders and certain business and activities of the Stockholders that are not a part of the transactions contemplated by this Agreement ("Stockholder Information"). Prior to the Closing Date with respect to Company Information and at any time with respect to Stockholder Information, UniCapital shall not disclose any such confidential information to any person, firm, corporation, association, or other entity for any purpose or reason whatsoever without prior written consent of the Stockholders. If at any time prior to the Closing Date, the parties hereto do not wish to proceed with the transactions contemplated by this Agreement, UniCapital will promptly (and in no event later than five business days after such request) redeliver or cause to be redelivered to the Company all copies of the Company Information and Stockholder Information furnished to UniCapital by or on behalf of the Company and destroy or cause to be destroyed all materials prepared by UniCapital or any of its representatives in connection with the transactions contemplated hereby. In the event of a breach or threatened breach by UniCapital of the provisions of this Section 13.2, the Stockholders shall be entitled to an injunction restraining UniCapital from disclosing, in whole or in part, such confidential information. Nothing contained herein shall be construed as prohibiting the Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
Sample 1
UNICAPITAL. UniCapital recognizes and acknowledges that it has in the past, currently has, and prior to the Closing Date will have, access to certain confidential information solely of the Company in connection with their respective businesses. UniCapital agrees that, prior to the Closing Date or if this Agreement is terminated, it will not disclose any such confidential information to any person, firm, corporation, association, or other entity for any purpose or reason whatsoever without prior written consent of the Stockholders, except to authorized representatives of UniCapital or as may be required by law or order of a court of competent jurisdiction, unless UniCapital can show that such information has become known to the public generally through no fault of UniCapital. In the event of a breach or threatened breach by UniCapital of the provisions of this Section 15.2, the Stockholders shall be entitled to an injunction restraining UniCapital from disclosing, in whole or in part, such confidential information. Nothing contained herein shall be construed as prohibiting the Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
Sample 1
UNICAPITAL. UniCapital recognizes and acknowledges that it has in the past, currently has, and prior to the Closing Date will have, access to (i) certain confidential information solely of the Company and the CLA Companies in connection with their respective businesses ("Company Information") and (ii) certain confidential information concerning the Stockholders and certain business and activities of the Stockholders that are not a part of the transactions contemplated by this Agreement ("Stockholder Information"). Prior to the Closing Date with respect to Company Information and at any time with respect to Stockholder Information, UniCapital shall not disclose any such confidential information to any person, firm, corporation, association, or other entity for any purpose or reason whatsoever without prior written consent of the Stockholders. In the event of a breach or threatened breach by UniCapital of the provisions of this Section 15.2, the Stockholders shall be entitled to an injunction restraining UniCapital from disclosing, in whole or in part, such confidential information. Nothing contained herein shall be construed as prohibiting the Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
Sample 1
UNICAPITAL. UniCapital recognizes and acknowledges that it has in the past, currently has, and prior to the Closing Date will have, access to certain confidential information solely of the Partnership in connection with their respective businesses. UniCapital agrees that, prior to the Closing Date, it will not disclose any such confidential information to any person, firm, corporation, association, or other entity for any purpose or reason whatsoever without prior written consent of the Partners or except to authorized representatives of UniCapital or as may be required by law or order of a court of competent jurisdiction, unless UniCapital can show that such information has become known to the public generally through no fault of UniCapital. Prior to disclosing any confidential information required by law or order of a court of competent jurisdiction, UniCapital shall provide the Partners with prompt notice of the disclosure requirement so that the Partners may take whatever action they deem appropriate to prohibit such 52
Sample 1

Related to UNICAPITAL

  • Capital If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's holding company based upon the existence of this Agreement, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assets, then from time to time the Borrowers shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction or allocable capital cost suffered.

  • Partnership Capital A. No Partner shall be paid interest on any Capital Contribution to the Partnership or on such Partner's Capital Account, notwithstanding any disproportion therein as between Partners.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Company Capital No Member shall be paid interest on any Capital Contribution to the Company or on such Member’s Capital Account, and no Member shall have any right (i) to demand the return of such Member’s Capital Contribution or any other distribution from the Company (whether upon resignation, withdrawal or otherwise), except upon dissolution of the Company pursuant to Section 20.3 hereof, (ii) to cause a partition of the Company’s assets, or (iii) to own or use any particular or individual assets of the Company.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Net Capital You represent that you, and we represent that we, are in compliance with the capital requirements of Rule 15c-3-1 promulgated by the Commission under the Securities and Exchange Act of 1934, and we may, in accordance with and pursuant to such Rule 15c-3-1, agree to purchase the amount of Units to be purchased by you and us, respectively, under the Agreement.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • General Motors General Motors Company, a Delaware corporation, and its successors and assigns, or General Motors LLC, a Delaware limited liability company, and its successors and assigns. Grant: To mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and xxxxx x xxxx upon, a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of, the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

  • Financial Services Provides treasury, accounting, tax, financial planning, rate and auditing services services. Costs of a general nature are allocated using the Three-Factor Formula.

  • Fortis Benefits represents that it believes, in good faith, that the Separate Account is a “segregated asset account” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Fortis Benefits will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

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