Additional Agreements Covenants Sample Clauses
The "Additional Agreements; Covenants" clause establishes that the parties agree to undertake certain further actions or abide by specific ongoing promises beyond the main terms of the contract. This may include obligations such as providing additional documents, performing certain acts, or refraining from particular behaviors during the contract term. By setting out these supplementary commitments, the clause ensures that all necessary steps are taken to fulfill the contract's purpose and helps prevent misunderstandings or omissions that could affect the agreement's execution.
Additional Agreements Covenants. 4.01 Agreement Not to Compete, Not to Solicit and to Maintain Confidentiality.
(a) For good and valuable consideration, including without limitation the portion of the Purchase Price allocated in respect of these covenants, Seller agrees that for a period commencing on the date of this Agreement and ending three (3) years from the Closing Date (the "Non-Compete Term"), Seller shall not, and shall use its best efforts to ensure that any agents, representatives and any other Persons acting on its behalf (Seller and such agents, representatives, and other Persons being collectively referred to as the "Restricted Persons") do not, directly or indirectly, for the benefit of any Restricted Person or any of their respective Affiliates:
(i) induce, persuade, or attempt to induce or persuade any customer of the Business to divert any of its business away from the Business, or otherwise terminate its relationship with the Business; or
(ii) hire, retain or attempt to hire or retain any employee or independent contractor of the Business, or solicit, attempt to solicit, participate in the solicitation of, or otherwise advise or encourage any employee, independent contractor, agent, consultant or representative of the Business to terminate his or her relationship with the Business, in each case, other than with respect to (i) Paul H. Riss, the current Chief Executive Officer of Seller, (i▇) ▇▇▇▇▇ ▇▇▇i, the current Controller of Seller, and (iii) Lauri V▇▇▇▇▇▇▇, ▇he current Operations Manager of Seller.
(▇) ▇▇ller acknowledges it has knowledge of certain technical, commercial and marketing information, data and material regarding the Company and the Business including, without limitation, lists of customers, trade secrets and other Proprietary Information of the Company, which Seller has historically treated as confidential and proprietary (the "Confidential Information"). Seller agrees that a substantial portion of the Purchase Price is being paid for such Confidential Information and that it represents a substantial investment having great economic and commercial value to Purchaser, and constitutes a substantial part of the value to Purchaser of the Business. Seller acknowledges that Purchaser would be irreparably damaged if Seller did not afford such Confidential Information at least the same level of confidentiality as Seller afforded such Confidential Information prior to the date hereof, in the ordinary course of business (i.e., if any of the Confidential Informati...
Additional Agreements Covenants. Section 5.1. Tax-Free Reorganization. Parent and the Company intend that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Parent and the Company shall each use its reasonable best efforts to cause the Merger to so qualify. Neither Parent nor the Company shall (nor shall the Company permit any Company Stockholder to) knowingly take any action, or knowingly fail to take any action that would be reasonably likely to jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.
Additional Agreements Covenants. The Company and the Purchaser further agree with each other as follows:
Additional Agreements Covenants