Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Non-Competition Non-Solicitation Confidentiality clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Non-Competition Non-Solicitation Confidentiality. Any exception in a Schedule to Section 6 shall be considered an exception to any other representation and warranty in Section 6 to which the exception relates if it is reasonably apparent on its face that the exception in question relates to such other representation and warranty. 22. Parties' Review Any knowledge acquired by a party (or that should have been or could have been acquired) as a result of any due diligence or other review or investigation in connection with the negotiation and exec...ution of this Agreement and the closing of the transaction shall not limit that party's right to rely on the other party's representations and warranties in this Agreement or circumscribe that party's entitlement to indemnification under this Agreement. Warshawsky Seltzer, PLLC 9943 East Bell Road Scottsdale, AZ 85260 (b) A notice sent by certified or registered mail shall be considered to have been given five business days after being deposited in the mail. A notice sent by overnight courier service or personal delivery shall be considered to have been given when actually received by the intended recipient. A party may change its address for purposes of this Agreement by notice in accordance with this Section 24. 25. Further Assurances and Cooperation (a) The parties agree to (i) furnish to one another other such further information, (ii) execute and deliver to one another such further documents and (iii) do such other acts and things that any party reasonably requests for the purpose of carrying out the intent of this Agreement and the documents and instruments referred to in this Agreement. The Parties acknowledge that TJC may be required to conduct audits of the financial statements of the businesses operated using the Assets, and the Seller and the Shareholder agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Shareholder to assist TJC and its representatives in conducting such audits. For forty-five (45) days following the Closing, Seller and Shareholder shall provide to TJC such assistances as TJC reasonably requests to help ensure a smooth and orderly transition of ownership of the Subject Franchises. (b) The Parties acknowledge that TJC may be required by applicable laws and regulations to include financial statements and information relating to the Subject Franchises in TJC's financial statements, and TJC may be required to perform audits of the Subject Franchises' financial statements. Accordingly, the Seller and the Shareholder agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Shareholder to assist TJC and its representatives in obtaining such financial statements, conforming such financial statements to applicable accounting standards and conducting such audits (Seller's and the Shareholder's "Section 25(b) Duties"). Such information includes, but is not limited to, the financial books, records and work papers of Seller. All waivers shall be in writing and signed by the party to be charged with the waiver, and no waiver that may be given by a party shall be applicable except in the specific instance for which it is given. This Agreement may not be amended except by a written agreement signed by the party to be charged with the amendment. Notwithstanding the foregoing, TJC may assign its rights, interests and duties under this Agreement and all ancillary documents to a third party TJC franchisee (who desires to step in to the shoes of TJC and complete the transaction contemplated by this Agreement) without the necessity of obtaining any consent of Seller or Shareholder. This Agreement and all of its provisions are for the sole and exclusive benefit of the parties and their respective successors, permitted assigns, heirs and legal representatives. 30. Construction (a) All references in this Agreement to "Section" or "Sections" refer to the corresponding section or sections of this Agreement. (b) All words used in this Agreement shall be construed to be of the appropriate gender or number as the context requires. (c) Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms. (d) The captions of articles and sections of this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable because it is too broad, such provision shall be interpreted to be only as broad as is enforceable.View More
Non-Competition Non-Solicitation Confidentiality. Any exception in a Schedule to Section 6 shall be considered an exception to any other representation and warranty in Section 6 to which the exception relates if it is reasonably apparent on its face that the exception in question relates to such other representation and warranty. 22. Parties' Review 23. Publicity Any knowledge acquired by a party (or that should have been public announcement or could have been acquired) as a result of any due diligence or other review or investigation in connec...tion with the negotiation and execution of similar publicity regarding this Agreement and the closing of or the transaction shall not limit that party's right to rely on the other party's representations be issued only as, when and warranties in this Agreement or circumscribe that party's entitlement to indemnification under this Agreement. Warshawsky Seltzer, PLLC 9943 East Bell Road Scottsdale, AZ 85260 (b) A notice sent by certified or registered mail shall be considered to have been given five business days after being deposited in the mail. manner and form that TJC determines. A notice sent by overnight courier service service, facsimile or personal delivery shall be considered to have been given when actually received by the intended recipient. A party may change its address for purposes of this Agreement by notice in accordance with this Section 24. 25. Further Assurances and Cooperation (a) The parties agree to (i) furnish to one another other such further information, (ii) execute and deliver to one another such further documents and (iii) do such other acts and things that any party reasonably requests for the purpose of carrying out the intent of this Agreement and the documents and instruments referred to in this Agreement. The Parties parties acknowledge that TJC may be required to conduct audits of the financial statements of the businesses operated using the Acquired Assets, and the Seller and the Shareholder agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Shareholder to assist TJC and its representatives in conducting such audits. For forty-five (45) days following the Closing, Seller and Shareholder shall provide to TJC such assistances as TJC reasonably requests to help ensure a smooth and orderly transition of ownership of the Subject Franchises. (b) The Parties parties acknowledge that TJC may be required by applicable laws and regulations to include financial statements and information relating to the Subject Franchises in TJC's financial statements, and TJC may be required to perform audits of the Subject Franchises' financial statements. Accordingly, the Seller and the Shareholder agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Shareholder to assist TJC and its representatives in obtaining such financial statements, conforming such financial statements to applicable accounting standards and conducting such audits (Seller's and the Shareholder's "Section 25(b) Duties"). Such information includes, but is not limited to, the financial books, records and work papers of Seller. The Note shall secure Seller's and the Shareholder's performance of their Section 25(b) Duties. In the event that, in TJC's reasonable judgment, Seller or the Shareholder shall fail to materially perform their Section 25(b) Duties in any material respect, after giving notice to Seller and Shareholder with time to cure, TJC may set off against the Note and reduce the Purchase Price by TJC's reasonable expenses incurred as a result of Seller's or the Shareholder's failure to perform their Section 25(b) Duties, but in no event more than $25,000 of principal (plus the related interest) in accordance with Section 3 of the Note. Before offsetting such expenses from the Note, TJC must provide to Seller and the Shareholder all receipts for, and an itemized report of, such expenses. All waivers shall be in writing and signed by the party to be charged with the waiver, and no waiver that may be given by a party shall be applicable except in the specific instance for which it is given. This Agreement may not be amended except by a written agreement signed by the party to be charged with the amendment. Notwithstanding the foregoing, TJC 28. Assignment No party may assign any of its rights, interests and duties rights under this Agreement and all ancillary documents to a third party TJC franchisee (who desires to step in to the shoes of TJC and complete the transaction contemplated by this Agreement) without the necessity of obtaining any prior written consent of Seller or Shareholder. the other party. This Agreement and all of its provisions are for the sole and exclusive benefit of the parties and their respective successors, permitted assigns, heirs and legal representatives. 30. Construction (a) All references in this Agreement to "Section" or "Sections" refer to the corresponding section or sections of this Agreement. (b) All words used in this Agreement shall be construed to be of the appropriate gender or number as the context requires. (c) Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms. (d) The captions of articles and sections of this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable because it is too broad, such provision shall be interpreted to be only as broad as is enforceable. View More
