Reseller shall not private label or brand [NAME] with Reseller’s name or logo or that of a third party but may use Reseller’s logo or brand together with the Company’s branding and other identification provided that such use is not confusing to Subscribers or other third parties.
Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either party hereunder any license or other right except the licenses, rights and uses expressly granted hereunder to a party hereto.
In the event Company desires to effectuate a Change of Control, it shall give a notice (the “First Offer Notice”) to Investor. The First Offer Notice shall specify the price and terms of such Change of Control transaction. The First Offer Notice shall constitute an offer by the Company to effectuate a Change of Control such that Investor becomes the acquiring party at the price and on the terms and conditions set forth in the First Offer Notice. The Investor, if it desires to accept such offer, shall, within 30 days after the giving of the First Offer Notice, give Company written notice to such effect (the “Acceptance Notice”).Failure to Accept Offer. If Investor shall fail to give the Acceptance Notice within such 30 day time period, Investor shall be deemed to have consented to the proposed Change of Control and Company may effectuate a Change of Control at the price and upon the terms and conditions set forth in the First Offer Notice at any time within twelve (12) months of the expiration of the time period for the giving of the Acceptance Notice.Acceptance of Offer. If Investor gives Company an Acceptance Notice within the proscribed time period, then on such business day as Investor shall set forth in the Acceptance Notice, which shall be not less than 30 days nor more than 90 days after the giving of the Acceptance Notice, Investor shall consummate the Change of Control for the purchase price stated in the First Offer Notice and upon the other terms and conditions of the First Offer Notice. The closing shall be held at such place as the parties to the sale may mutually agree, on the date selected as provided above.
Notices. All notices under this Agreement shall be in writing and shall be delivered to the addresses first set forth above. Notice shall be deemed to have been given upon: (a) personal delivery; (b) the first business day after sending notice via nationally recognized overnight courier; or (c) three (3) business days after depositing notice in the United States mail, sent Certified Mail Return Receipt Requested. Notices to Company shall be addressed to the attention of its Chief Executive Officer. Notices to [Party 2] shall be addressed to the attention of its Chief Executive Officer. Either party may change its address for notice by giving notice of such address change in the manner provided herein.
Company Covenant. During the Term and for a period of [NUMBER] (__) years thereafter, Company shall not, directly or indirectly, either as a partner, owner, shareholder, advisor or consultant, or in any other capacity whatsoever, of any entity whatsoever conduct, or assist others in conducting, or be financially involved in any manner in, any business that is a [OTHER PARTY] Direct Competitor.[OTHER PARTY] Covenant. During the Term and for a period of [NUMBER] (__) years thereafter, [OTHER PARTY] shall not, directly or indirectly, either as a partner, owner, shareholder, advisor or consultant, or in any other capacity whatsoever, of any entity whatsoever conduct, or assist others in conducting, or be financially involved in any manner in, any business that is a Company Direct Competitor.Termination of Covenant. The obligations set forth in the Sections above (Company Covenant and [OTHER PARTY] Covenant) hereof shall terminate upon a Change of Control.Reasonableness of Covenant. Each party specifically acknowledges that it is aware that the business of the other party is international in scope and that geographical limitations on the covenants set forth in this Section __ (Non-Competition) are therefore not appropriate. Each party further acknowledges that the scope of each of the covenants contained in this Section __ (Non-Competition) is reasonable as to time, persons and area, are necessary to protect the legitimate business interests of the other party, that the other party has been induced to enter into this Agreement upon such party’s representation that such party will abide by and be bound by the above restrictions, and that such restrictions do not now, and will not in the future, present such party with any hardship or inconvenience. Such covenants are regarded by each party hereto as divisible and if any such covenant is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or persons or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or persons, or geographic area as to which it may be enforceable. The provisions of this Section __ (Non-Competition) shall survive the termination of the Agreement.Remedies. If either party breaches (or threatens to breach) this Section __ (Non-Competition), the non‑breaching party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, without the necessity of posting bond, it being specifically acknowledged by the parties that any other available remedies are inadequate.
Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
Company Covenant. During the Term and for a period of [NUMBER] (__) years thereafter, Company shall not, directly or indirectly, either as a partner, owner, shareholder, advisor or consultant, or in any other capacity whatsoever, of any entity whatsoever conduct, or assist others in conducting, or be financially involved in any manner in, any business that is a [OTHER PARTY] Direct Competitor.[OTHER PARTY] Covenant. During the Term and for a period of [NUMBER] (__) years thereafter, [OTHER PARTY] shall not, directly or indirectly, either as a partner, owner, shareholder, advisor or consultant, or in any other capacity whatsoever, of any entity whatsoever conduct, or assist others in conducting, or be financially involved in any manner in, any business that is a Company Direct Competitor.Termination of Covenant. The obligations set forth in the Sections above (Company Covenant and [OTHER PARTY] Covenant) hereof shall terminate upon a Change of Control.Reasonableness of Covenant. Each party specifically acknowledges that it is aware that the business of the other party is international in scope and that geographical limitations on the covenants set forth in this Section __ (Non-Competition) are therefore not appropriate. Each party further acknowledges that the scope of each of the covenants contained in this Section __ (Non-Competition) is reasonable as to time, persons and area, are necessary to protect the legitimate business interests of the other party, that the other party has been induced to enter into this Agreement upon such party’s representation that such party will abide by and be bound by the above restrictions, and that such restrictions do not now, and will not in the future, present such party with any hardship or inconvenience. Such covenants are regarded by each party hereto as divisible and if any such covenant is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or persons or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or persons, or geographic area as to which it may be enforceable. The provisions of this Section __ (Non-Competition) shall survive the termination of the Agreement.Remedies. If either party breaches (or threatens to breach) this Section __ (Non-Competition), the non‑breaching party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, without the necessity of posting bond, it being specifically acknowledged by the parties that any other available remedies are inadequate.
Each party represents that it neither is nor will be obligated for any finder's or broker's fee or commission in connection with this transaction. The Investor will indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a finders' or broker's fee for which the Investor or any of its officers, employees, consultants or representatives is responsible. The Company will indemnify and hold harmless the Investor from any liability for any commission or compensation in the nature of a finder's or broker's fee for which the Company or any of its officers, employees, consultants or representatives is responsible.
Client does not undertake by this Agreement or otherwise to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as an agent or to be acting as the agent of Client in any respect. Company is not authorized to bind Client or to incur obligations and liabilities on behalf of Client.