Basis for Covenants Clause Samples
The "Basis for Covenants" clause defines the underlying assumptions, facts, or representations upon which the parties' promises and obligations (covenants) in the agreement are founded. Typically, this clause outlines specific conditions or factual circumstances that must be true for the covenants to remain valid, such as the accuracy of financial statements or the absence of undisclosed liabilities. By clearly stating these foundational elements, the clause ensures that both parties understand the context and preconditions for their commitments, thereby reducing the risk of disputes if the underlying basis changes or proves inaccurate.
Basis for Covenants. The Executive acknowledges that i) he will be employed as an executive officer in a managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company; and iv) the Executive is to receive consideration pursuant to this Agreement. Executive recognizes and acknowledges that the confidential information described in Section 6(b) (the "Confidential Information") which he will acquire in the course of his employment is utilized by the Company in all geographic areas in which the Company does business. Further, the Confidential Information will also be utilized in all geographic areas into which the Company expands its business. Thus, Executive acknowledges that he will be a formidable competitor in all areas where the Company conducts business. Executive also acknowledges that the Covenants serve to protect the Company's investment in the Confidential Information.
Basis for Covenants. The covenants of Sections 9.2, 9.3 and 9.4 (the "Covenants") are a material part of this Agreement and are an integral part of the obligations of the Seller hereunder; the Covenants are supported by good and adequate consideration; and the Covenants are reasonable and necessary to protect the legitimate business interests of the Company and Buyer.
Basis for Covenants. NCO and Buyers were induced by and relied on this Agreement, including without limitation the covenants of ▇▇▇▇▇▇▇▇ ▇, ▇, ▇, ▇▇▇ ▇ (▇▇▇ "▇▇▇▇▇▇▇▇▇"), to enter into the Acquisition Agreement; the Covenants are a material part of the consideration bargained for by NCO and Buyers and, without the agreement of Principal to be bound by the Covenants, NCO and Buyers would not have agreed to enter into the Acquisition Agreement; the Covenants are supported by good and adequate consideration; and the Covenants are reasonable and necessary to protect the legitimate business interests of the NCO Companies.
Basis for Covenants. The Executive agrees and acknowledges that he occupies a position of substantial confidence and trust with the Company and, in such position, that he has access to Confidential Information. The Executive further agrees and acknowledges that the nature and periods of restrictions imposed by the following covenants are fair, reasonable and necessary to protect and preserve for the Company its legitimate and protectible interests and that such restrictions will not prevent the Executive from earning a livelihood. The Executive agrees that the Company would sustain an irreparable loss and damage if the Executive were to breach the covenants and that the covenants are made as an inducement to enter, and have been relied upon by the Company in entering, this Agreement.
Basis for Covenants. ▇▇. ▇▇▇▇▇▇▇▇ agrees and acknowledges that he occupied a position of substantial confidence and trust with the Company and, in such position, that he has access to Confidential Information. ▇▇. ▇▇▇▇▇▇▇▇ further agrees and acknowledges that the nature and periods of restrictions imposed by the following covenants are fair, reasonable and necessary to protect and preserve for the Company its legitimate and protectible interests and that such restrictions will not prevent ▇▇. ▇▇▇▇▇▇▇▇ from earning a livelihood. ▇▇. ▇▇▇▇▇▇▇▇ agrees that the Company would sustain an irreparable loss and damage if ▇▇. ▇▇▇▇▇▇▇▇ were to breach the covenants and that the covenants are made as an inducement to enter, and have been relied upon by the Company in entering, this Agreement.
Basis for Covenants. The covenants of Sections 10.2, 10.3 and 10.4 (the "Covenants") and the assignment of the employment agreements of the Executive Officers of Seller are a material part of this Agreement. The Covenants of Sections 10.2 and 10.4 are an integral part of the obligations of the Selling Companies hereunder and the Covenants of Section 10.3 are an integral part of the obligations of the Buying Companies hereunder; the Covenants are supported by good and adequate consideration; and the Covenants are reasonable and necessary to protect the legitimate business interests of the SunGard Group and the Selling Companies, as applicable.
Basis for Covenants. The covenants of Section 11.05 (the "Covenants") are a material part of this Agreement and are an integral part of the obligations of HIG hereunder; the Covenants are supported by good and adequate consideration; and the Covenants are reasonable and necessary to protect the legitimate business interests of the NCO Companies.
Basis for Covenants. Executive agrees and acknowledges that he occupies a position of substantial confidence and trust with Employer and, in such position, that he has access to Confidential Information. Employee further agrees and acknowledges that the nature and periods of restrictions imposed by the following covenants are fair, reasonable and necessary to protect and preserve for Employer its legitimate and protectible interests and that such restrictions will not prevent Employee from earning a livelihood. Employee agrees that Employer would sustain an irreparable loss and damage if Employee were to breach the covenants and that the covenants are made as an inducement to enter, and have been relied upon by Employer in entering, this Agreement.