Without Buyer Sample Clauses

Without Buyer s written consent, Supplier shall not issue any press release, refer to or use Buyer's business name(s) and logo(s) or otherwise advertise that this Agreement has been entered into.
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Without Buyer s prior written consent, except as provided in this paragraph, Seller shall not: (1) make any new lease affecting the Business or the Property or permit the termination or modification of any Lease except in the ordinary course of Seller's Business; (2) transfer all or any portion of the Property; (3) create any liens, encumbrances, easements or rights-of-way affecting the Property; or (4) settle any lawsuits related to the Business or the Assets. The foregoing provision notwithstanding, Seller may sell, or enter into one or more contracts to sell, the specific Projects identified in the attached Exhibit 5(b). If Seller sells, or enters into a contract to sell, any such Project, the Purchase Price shall be reduced by the Project Allocation.
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Without Buyer approval, Seller shall not do any of the following: (i) make any capital expenditures from the date hereof to and including the Closing Date, out of the ordinary course of Seller's business, in the aggregate in excess of $3,000; (ii) make any commitment to make any capital expenditures after the Closing Date relating to Seller's business or its assets in the aggregate in excess of $3,000; (iii) amend or waive any rights under any of its material contracts relating to Seller's business or its assets, except in the ordinary course of business; or (iv) enter into (1) any written employment or severance agreement with any existing full-time or part-time employee or (2) any new employee benefit plan, program or arrangement or amend any existing employee benefit plan, program or arrangement specifically relating to existing full-time or part- time employees or grant any increases in compensation to existing full-time or part-time employees in excess of increases in compensation consistent with Seller's past practices;
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Without Buyer s express prior written approval, the Seller shall not execute, in favor of any third party, any assignment of rights held or purportedly held by the Seller under a given Takeout Commitment;
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Without Buyer s prior written consent, Contractor shall not in any manner disclose (except as required for financing), advertise, or publish the existence of this Agreement nor the terms of transactions under this Agreement, which shall be considered as part of the "Confidential Information".
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Related to Without Buyer

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • The Buyer is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan; or

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Purchaser The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

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