Vendor Relationships; Missing Agreements Sample Clauses

Vendor Relationships; Missing Agreements. The parties acknowledge that the Sellers have certain vendor relationships that may be relevant to the Physical Therapy Management Business, as listed on Exhibit D-3, that derive from agreements or relationships in which a Seller is not a party, derive from relationships in which there is no agreement, or derive from agreements that Sellers cannot locate. Sellers shall cooperate with the Buyer in any reasonable arrangement designed to provide for the Buyer the benefits of such agreements or relationships, including enforcement of any and all rights of Sellers against the other party thereto arising out of a breach or cancellation thereof by such other party or otherwise. The Buyer shall perform all such obligations on each agreement or relationship on the Sellers' behalf or in the Buyer's discretion otherwise reimburse the Sellers for payments made for the benefit of the Buyer (provided, however, that the Sellers shall first have provided the Buyer with written evidence to the Buyer's reasonable satisfaction that the Sellers actually have made such payments for which they are being reimbursed), in either case as provided in the Assignment and Assumption Agreement attached hereto as Exhibit G.
Sample 1
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Vendor Relationships; Missing Agreements. With respect to the items listed in Exhibit D-3, the provisions of Paragraph 2 of this Assignment and Assumption Agreement shall apply to any agreement referred to in Exhibit D-3 where a copy thereof has been provided to the Assignee or the terms thereof have been disclosed, as long as the Assignors shall permit or arrange to permit the Assignee to enjoy all of the rights and benefits under those agreements. Where there is no agreement or the terms thereof have not been disclosed then the Assignee shall be responsible for paying for the charges for benefits it receives, or reimbursing the Assignors for doing so (upon receipt of evidence by the Assignors supporting such reimbursement reasonably acceptable to Assignee), but the Assignee may terminate such relationships by giving reasonable notice to either the Assignors or the provider of benefits.
Sample 1
Vendor Relationships; Missing Agreements. The parties acknowledge that the HD-Parties have certain vendor relationships that may be relevant to their respective businesses, as listed on Schedule 8(f), that derive from agreements or relationships in which none of the HD-Parties is a party, derive from relationships in which there is no agreement, or derive from agreements that the HD-Parties cannot locate (the “Missing Agreements”). HD-Parties shall cooperate with the HDMOA and the Buyers in any reasonable arrangement designed to provide for HDMOA and the Buyers the benefits of such Missing Agreements or relationships, including enforcement of any and all rights of HD-Parties against the other party thereto arising out of a breach or cancellation thereof by such other party or otherwise. The Buyers shall perform all such obligations on each Missing Agreement on the HD-Parties’ behalf or in the Buyers’ discretion otherwise reimburse the HD-Parties for payments made for the benefit of the Buyers (provided, however, that the HD-Parties shall first have provided the Buyers with written evidence to the Buyers’ reasonable satisfaction that the HD-Parties actually made the payments for which they are being reimbursed). Notwithstanding anything to the contrary in this Agreement, the HD-Parties’ obligations to HDMOA and the Buyers with respect to the Missing Agreements pursuant to this Section 8(f) shall expire upon fifteen (15) months following the Closing Date.
Sample 1

Related to Vendor Relationships; Missing Agreements

  • Customer Relationships The Executive understands and acknowledges that the Company has expended significant resources over many years to identify, develop, and maintain its clients. The Executive additionally acknowledges that the Company’s clients have had continuous and long-standing relationships with the Company and that, as a result of these close, long-term relationships, the Company possesses significant knowledge of and confidential information about its clients and their needs. Finally, the Executive acknowledges the Executive’s association and contact with these clients is derived solely from Executive’s employment with the Company. The Executive further acknowledges that the Company does business throughout the United States and that the Executive personally has significant contact with the Company’s clients and customers solely as a result of Executive’s relationship with the Company.

  • Banking Relationships Schedule 3.22 shows the names and locations of all banks, trust companies and other financial institutions in which the Company has accounts, lines of credit or safety deposit boxes and, with respect to each account, line of credit or safety deposit box, the names of all Persons authorized to draw thereon or to have access thereto.

  • No Relationships with Customers and Suppliers No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein and which is not so described.

  • Other Relationships No relationship created hereunder or under any other Loan Document shall in any way affect the ability of the Administrative Agent and each Lender to enter into or maintain business relationships with the Borrower or any of its Affiliates beyond the relationships specifically contemplated by this Agreement and the other Loan Documents.

  • Relationships with the Company Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. State any exceptions here: The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

  • Independent Contractor Relationship Consultant and the Company are independent contractors and nothing contained in this Agreement shall be construed to place them in the relationship of partners, principal and agent, employer/employee or joint ventures. Neither party shall have the power or right to bind or obligate the other party, nor shall it hold itself out as having such authority.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

  • Customer Relations A. Actively promote DCP Holding Company in all Marketing, Sales, Public Relations, and Community activity.

  • Relationships No relationship, direct or indirect, exists between or among the Company or the Operating Partnership on the one hand, and the directors, officers or stockholders of the Company or the Operating Partnership on the other hand, which is required pursuant to the Securities Act or the Exchange Act to be described in the Registration Statement or the Prospectus which is not so described.

  • Restriction on Relationships with Protected Customers Executive understands and agrees that the relationship between the Company and each of its Protected Customers constitutes a valuable asset of the Company and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that, during the Restricted Period and in the Restricted Territory, Executive shall not, without the prior written consent of the Company, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any Person, solicit, divert, take away or attempt to solicit, divert or take away a Protected Customer for the purpose of providing or selling Competitive Services; provided, however, that the prohibition of this covenant shall apply only to Protected Customers with whom Executive had Material Contact on the Company’s behalf during the twelve (12) months immediately preceding the Date of Termination; and, provided further, that the prohibition of this covenant shall not apply to the conduct of general advertising activities. For purposes of this Agreement, Executive had “Material Contact” with a Protected Customer if (a) he had business dealings with the Protected Customer on the Company’s behalf; (b) he was responsible for supervising or coordinating the dealings between the Company and the Protected Customer; or (c) he obtained Trade Secrets or Confidential Information about the customer as a result of his association with the Company.

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