Examples of Vendor Parent in a sentence
The Vendor Parent shall use commercially reasonably efforts to cause the Coal Mirror Benefit Plans to recognize the prior service of the Coal Employees and Former Coal Employees rendered to the Coal Business or the Vendor Parent and its Subsidiaries (including the Purchased Entities), as applicable, in respect of the Vendor Group Benefit Plans for the purposes of such Coal Employees and Former Coal Employees' eligibility to participate in and entitlement to benefits under such Coal Mirror Benefit Plans.
Notwithstanding the foregoing, without the prior written consent of Vendor, Parent and Buyer shall not contact, and shall instruct their Representatives not to contact, any of the suppliers, customers, clients, financing sources or Employees of the Company and its Subsidiaries with respect to the Company and its Subsidiaries or the transactions contemplated by this Agreement.
Upon receipt of such notice, Vendor, Parent and Tanknology-USA shall have the right by notice to Purchaser not later than thirty days after receipt of the initial notice described above, to assume control of the defense, compromise or settlement of any Claim, provided that such assumption shall, by its terms, be without cost to Purchaser, subject to the right of reimbursement provided for below.
All of the terms, covenants and agreements set forth in this Agreement to be complied with or performed by Vendor, Parent and/or Tanknology-USA on or before the Closing Date shall have been complied with or performed by Vendor, Parent and/or Tanknology-USA in all respects on or before the Closing Date.
The Vendor and Vendor Parent acknowledge that they have received independent legal advice from Torys LLP prior to executing this Agreement.
This Agreement and all agreements and documents executed and delivered pursuant to this Agreement constitute valid and binding obligations of Vendor, Parent, Tanknology-USA, USTMAN and Pro Eco, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws or equitable principles of general application affecting the rights of creditors generally.
Neither the Vendor nor the Vendor Parent shall (and each of the Vendor and the Vendor Parent shall cause all of their Affiliates not to) sell a material portion of the assets of its radiopharmaceutical business during the Restricted Period to any third party unless the Vendor causes such third party to enter into a non-competition agreement with the Company, the Purchaser and the Purchaser Parent in respect of the Business on substantially the same terms as this Agreement.
The Vendor and Vendor Parent, therefore, specifically acknowledge and agree that breach of the terms of this Agreement by the Vendor or Vendor Parent or any Affiliate thereof, would cause the Purchaser and Purchaser Parent irreparable harm not compensable in damages.
This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Vendor, the Vendor Parent, the Purchaser and the Guarantor.
The Vendor and Vendor Parent specifically acknowledge that the Purchaser and Purchaser Parent, in agreeing to purchase the Company, have relied on each of the Vendor’s and Vendor Parent’s covenants of non-competition as set forth in this Agreement and that this Agreement is an integral part of the transaction contemplated by the Purchase Agreement under which the Vendor and Vendor Parent have received significant benefit.