Examples of Key Seller in a sentence
Each Key Seller shall use its commercially reasonable efforts to secure for the Company or Buyer all licenses, sublicenses, assignments or other suitable rights in and to any intellectual property and any contracts or leases necessary for the operation of the business of the Company as currently conducted that are impaired, terminated, or otherwise adversely affected as a result of the change of control contemplated by this Agreement.
During the Restriction Period, each Key Seller agrees not to solicit, offer employment to or employ in any capacity (and shall prohibit its Affiliates from such activities) any persons who are, at the time of such action, or were, at any time within one hundred eighty (180) days prior to such action, employees of the Company or Buyer without the prior written consent of Buyer.
Each Key Seller acknowledges that its agreement in this Section 6.02 forms an essential part of the consideration received by Buyer hereunder.
For Critical Program Errors other than a Key, Seller shall respond in the same manner as that described in the preceding paragraph, but shall deliver a suitable work-around, patch, or other temporary correction suitable to restore lost functionality and performance within the first twenty-four (24) hours after such issue has been reported to Seller.
Seller hereby disclaims, on behalf of themselves and their respective Affiliates, to the fullest extent permitted by law and except as expressly set forth in the first sentence of this Section 5.16(b), all representations and warranties of any kind whatsoever regarding the services provided by the Key Seller Employees pursuant to this Section 5.16, whether express, implied or statutory, including with respect to availability, accuracy or response time.
Each of the parties agrees that the relevant public policy aspects of the covenants contained in Section 6.1, Section 6.2 and Section 6.3 have been discussed, and that every effort has been made to limit the restrictions placed upon each Key Seller and its Affiliates to those that are reasonable and necessary to protect Purchaser’s legitimate interests.
If Seller becomes aware that any Key Seller Employee intends to resign, Seller promptly shall notify Purchaser.
Accordingly, each Key Seller agrees that the covenants contained in Section 6.1, Section 6.2 and Section 6.3 are reasonable with respect to duration, geographical area and scope.
Under no circumstances shall the Company be obligated to effect more than an aggregate of (i) three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 initiated by Key Seller Stockholders, or (ii) one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1 initiated by the Sponsor.
For a Key, Seller shall unlock, remove, or disable the Key or shall provide Buyer with the algorithms, code, specifications, or other means to do so within the first six (6) hours after such issue has been reported to Seller.