Certain Conduct. To indemnify Indemnitee for Expenses on account of Indemnitee’s conduct that is established by a final court order or judgment by a court of competent jurisdiction, to which all rights of appeal have either lapsed or been exhausted, as knowingly fraudulent;
Certain Conduct. Notwithstanding anything to the contrary, nothing in this Agreement or the Confidentiality and Non-Compete Agreement prevents Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, the Company hereby notifies Executive that, notwithstanding anything to the contrary in the Confidentiality and Non-Compete Agreement: (a) Executive shall not be in breach of this Agreement or the Confidentiality and Non-Compete Agreement, and shall not be held criminally or civilly liable under any Federal or State trade secret law (i) for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (b) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
Certain Conduct. To indemnify Indemnitee for Expenses on account of Indemnitee’s conduct that is established by Final Disposition of the applicable Proceeding as knowingly fraudulent or otherwise restricted by the Articles;
Certain Conduct. Investor has not (i) sold, assigned, transferred, delivered or otherwise disposed of; (ii) converted, exchanged or redeemed; (iii) other than restrictions under federal and state securities laws (or similar restrictions under the laws of any jurisdiction outside the United States, to the extent applicable), created or permitted to exist any Lien on; nor (iv) agreed to do any of the foregoing in respect of, any of the Management Fee Shares, the Future Xxxx Revenue Rights and the Competing Fund Covenant which Investor is relinquishing hereunder.
Certain Conduct. At all times prior to the date hereof and during the entire term of each of the Outstanding Notes, PMI has (i) used commercially reasonable efforts to service and collect the Borrower Loan corresponding to each Outstanding Loan, in good faith, accurately and in accordance with industry standards customary for servicing loans such as the Borrower Loans; and (ii) used commercially reasonable efforts to maintain backup servicing arrangements providing for the Borrower Loan corresponding to each Outstanding Loan to be serviced and collected in good faith, accurately and in accordance with industry standards customary for servicing loans such as the Borrower Loans, in each case of the foregoing clauses (i) and (ii), all in accordance with PMI’s obligations set forth in Sections 3.6(a) and (b) of the Indenture, respectively.
Certain Conduct. During the Term, without the prior written consent of Assignee, which consent shall not be unreasonably withheld, Assignor shall not: (i) create or suffer to exist any Encumbrance other than the Security Interest on any of the Acquired Royalty Payments or the License Agreement; (ii) amend or terminate the License Agreement or fail to perform and fulfill its obligations under the License Agreement in accordance with the terms thereof if such amendment, termination or failure to perform would have a material adverse affect on any of the Acquired Royalty Payments; (iii) sell, transfer, assign or otherwise dispose of any interest in the Patents other than pursuant to a Permitted Encumbrance, or (iv) agree to do any of the foregoing.
Certain Conduct. (i) Without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed, Buyer shall not (and shall not cause or permit any of its Affiliates, the Acquired Companies or the Related Consolidated Entities to): (x) amend, refile or otherwise modify any Tax Return of or relating (in whole or in part) to the Acquired Companies or Related Consolidated Entities with respect to any Pre-Closing Tax Period, or (y) make any Tax election (A) with respect to any of the Acquired Companies or Related Consolidated Entities that has retroactive effect to a Pre-Closing Tax Period or relates to any Seller Tax Return or (B) if such election would reasonably be expected to result in a material adverse consequence to Seller under this Agreement or to any member of the Seller Group. Neither Buyer nor Seller (nor any of their Affiliates) shall file or cause to be filed any election under Section 338 or Section 336 of the Code (or any similar election under state, local or non-U.S. law) with respect to the Transactions.
(ii) Seller hereby agrees to make an election (which may be on a protective basis) under Treasury Regulations Section 1.1502-36(d)(6)(i)(A) (and under any comparable provisions of state or local Law) to reduce Seller’s basis in the Acquired Interests in order to avoid any reduction in the Tax attributes of any of the Acquired Companies or Related Consolidated Entities pursuant to Treasury Regulations Section 1.1502-36 (and pursuant to any comparable provisions of state or local Law). Seller shall provide a copy of any election described in this Section 5.11(c)(ii) (together with reasonable supporting documentation setting forth any relevant calculations) to Buyer at least 30 days prior to the due date for such election and shall reflect any reasonable comments delivered by Buyer on such election.
Certain Conduct. Seller has not: (i) sold, assigned, transferred, delivered or otherwise disposed of any of the Portfolio Property which Seller is transferring to Buyer; (ii) converted, exchanged or redeemed any of the Interests being transferred by Seller pursuant to this Purchase Agreement; (iii) except as set forth on Schedule 5(d) or as consented to by Buyers pursuant to Section 7(b)(i) below, amended, canceled or terminated any Portfolio Property Agreement to which Seller is a party or entered into any new Portfolio Property Agreement; (iv) except as consented to by Buyers pursuant to Section 7(b)(i) below, created or permitted to exist any Lien on any of the portion Portfolio Property being transferred by Seller pursuant to this Purchase Agreement, other than Investment Liens or Liens which have been fully discharged; (v) received written notice from any Manager of any default or breach by Seller under any Portfolio Property Agreement, (vi) taken any action or failed to take any action the effect of which would be to cause Seller to incur a penalty or other specified consequence under the applicable Portfolio Property Agreements, including the conversion of the Interests to a fixed obligation, or (vii) agreed to do any of the foregoing. To Seller’s knowledge, Seller has participated in each investment made by the Partnerships. Seller has not opted out or elected to be excluded from any investments of any of the Partnerships pursuant to the terms of the Portfolio Property Agreements. Except as set forth on Schedule 5(h), Seller does not hold any interest in any portfolio investment of any Partnership through an AIV.
Certain Conduct. Except as consented to in writing by the Subscriber, the Class B Limited Partner will not: (i) dispose, liquidate, mortgage or sell any of the Subscription Interests; (ii) consent to amend or modify any Fund Agreement or Delayed Fund Agreement; (iii) dispose, liquidate, mortgage or sell any of the Fund Investments or Delayed Fund Investments other than (A) to the transfer of such Fund Investments and Delayed Fund Investments to the Partnership or (B) pursuant to the Class B Limited Partner’s compliance with a specific contractual obligation in a Fund Agreement or Delayed Fund Agreement (e.g., a right of first refusal); (iv) make any voluntary capital contributions or fail to make any required capital contributions related to the Fund Investments or Delayed Fund Investments; (v) create or permit to exist any lien on any of the Fund Investments, Subscription Interests or Delayed Fund Investments; (vi) default under, breach or take any other action the effect of which would be to cause the Class B Limited Partner to incur a penalty or other specified consequence under any agreement governing any of the Fund Investments; (vii) approve or reject any matter that is submitted to the partners of a Fund or Delayed Fund for their approval; (viii) except as contemplated by the Transaction Agreements, cause the Partnership to incur any liability, contingent or otherwise, or enter into any contract; (ix) agree to do any of the foregoing. The Subscriber shall not withhold or delay its consent to actions under clause (ii) of the preceding sentence so long as such amendment or modification to such Fund Agreement or Delayed Fund Agreement, as the case may be, does not increase the capital commitment of the Class B Limited Partner or the Partnership in a Fund or Delayed Fund or otherwise adversely affect the Partnership’s rights thereunder.
Certain Conduct. During and after the Employment Period, the Company agrees to refrain and the Employee agrees to refrain, from making any statements of a defamatory or disparaging nature regarding the other party, the Company's officers, directors, personnel or products or the Employee's services, except, in each case, in such party's professional capacity or, in the case of the Employee, in connection with the performance of his duties hereunder or in connection with litigation arising out of or relating to this Agreement.
