Certain Covenant Sample Clauses

Certain Covenant. Executive acknowledges that he has not breached, and that he will continue to fully comply with, the covenants referenced on Exhibit B attached hereto and set forth in Exhibit E attached hereto.
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Certain Covenant. With reference to the provision of the Services (as such term is defined in the Consulting Agreement) to the Company by the Consultant (as such term is defined therein), so long as the Company has not terminated the Consulting Agreement due to the nonperformance by the Consultant, the Company shall request that its board of directors, subject to its fiduciary duties, give due consideration for providing additional compensation to the Holder, to the extent that the Company's cash flows and liabilities for its initial quarters, other benefits and general integration exceed the levels anticipated as a result of the Consultant's contribution. Such compensation would be in the form of cash or options on a number of shares. The exact value and number or options shall be determined by a committee of the Company's board of directors, comprised of directors that are not appointees or related with the Holder, in its sole discretion. Nothing in this Section 10 shall provide any remedy to the Company in the event of the Consultant's nonperformance under the Consulting Agreement except as expressly provided therein; which remedy, solely for the avoidance of doubt, shall be limited to the Company's right, but without any obligation, to terminate the Consulting Agreement in accordance with Section 5 thereof. Further, nothing in this Section 10 shall provide any additional compensation right or remedy to the Holder in the event, in the opinion of such committee of the board, that the Company's cash flows and liabilities for its initial quarters, other benefits and general integration do not exceed the levels anticipated as a result of the Consultant's contribution; in such event, solely for the avoidance of doubt, this Warrant and the warrant appended as Exhibit B-2 to the Consulting Agreement (collectively, the "Performance Warrants") shall be exercisable in accordance with their respective terms for the shares of Warrant Stock as provided herein and therein.
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Certain Covenant. In consideration of the agreements given herein, each Credit Party hereby acknowledges and agrees that (a) the Majority Lenders have, and hereby do, instruct the Administrative Agent to retain and employ, through its counsel, a financial advisor (such financial advisor, or any successor or replacement thereof, the “Financial Advisor”), which Financial Advisor shall not be an Affiliate of any Lender, on or before December 31, 2009, and (b) the Credit Parties shall cooperate in all reasonable respects with the Financial Advisor and shall promptly provide to the Financial Advisor such information regarding the operations, business affairs, assets and financial condition of the Borrower, each Guarantor and their respective Subsidiaries as requested by the Financial Advisor. In addition, the Borrower, each Guarantor and their respective Subsidiaries shall permit the Financial Advisor to discuss such operations, business affairs, assets and financial condition with the officers and directors of the Borrower, each Guarantor and their respective Subsidiaries and shall make such officers and directors available to the Financial Advisor for such purpose as may be reasonably requested and during normal business hours. The Borrower acknowledges and agrees that the Borrower is required to pay all costs and expenses of the Financial Advisor in accordance with Section 9.1
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Certain Covenant. 31 8.1. Conduct of Business of the Company............................................31 8.2. Exclusive Dealing.............................................................33 8.3. Review of the Company; Confidentiality........................................33 8.4. Reasonable Efforts............................................................34 8.5. Transfer of Employees and Benefit Plans.......................................34 8.6
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Certain Covenant. Employee acknowledges that he has not breached the representations set forth in Exhibit C attached hereto.
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Certain Covenant. Employee acknowledges that he has not breached, and that he will continue to fully comply with, the covenants set forth in Exhibit C attached hereto.
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Certain Covenant. For a period of three (3) months following the Effective Date, the Company shall provide transition and management services to Purchaser and training services to Purchaser’s designated employees and affiliates by Syang Xxxx Xx (collectively, the “Services”), as Purchaser may reasonably request from time to time without charge to the Purchaser. After the initial three month period, the Company shall cause Syang Xxxx Xx to provide services to the Purchaser or its affiliate as an advisor in connection with the operation of the Acquired Assets as the Purchaser or such affiliate may reasonably request for a period of three (3) years following the Effective Date, provided that the Company shall receive mutually agreeable compensation with the Purchaser for Syang Xxxx Xx’x advisory services.
Sample 1
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Certain Covenant. Each Member covenants and agrees to use commercially reasonable efforts to cause the Company to abide by the provisions of Section 2.03 and 4.03 hereof.
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Related to Certain Covenant

  • Certain Covenants (a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

  • Certain Covenant Defaults Borrower fails to perform any obligation under Section 6.5 or 6.6, or violates any of the covenants contained in Section 7.

  • Certain Covenants of the Executive The Executive acknowledges that (i) the Company, Parent and Parent's affiliates (collectively, "Thomson") are engaged and in the future will be engaged in the businesses of developing, operating, offering for sale and selling news or other current information or software-based solutions pertaining thereto to corporations and other businesses, government agencies, universities and other academic institutions and professional services providers (e.g. law, accounting and consulting firms) (the foregoing, together with any other businesses or operations over which Executive has substantial responsibility from the date hereof to the date of termination of the Executive's employment with the Company (or an affiliate thereof), being hereinafter referred to as the "Restricted Activity"); (ii) his services to the Company and Thomson have been and will be special and unique; (iii) his work for the Company and Thomson will give him access to trade secrets of and confidential information concerning the Company, Thomson and their affiliated companies; (iv) the Restricted Activity is national and international in scope; (v) the Company would not have entered into this Agreement but for the agreements and covenants contained in this Section 5; (vi) he has the means to support himself and his dependents other than by engaging in the Restricted Activity and the provisions of this Section 5 will not impair such ability; and (vii) the agreements and covenants contained in this Section 5 are essential to protect the business and goodwill of the Company, Thomson and their affiliates. In order to induce the Company to enter into this Agreement, and in consideration for the benefits received by the Executive pursuant to this Agreement, and other good and valuable consideration the receipt of which is hereby acknowledged, the Executive covenants and agrees as follows:

  • Certain Covenants and Agreements The Company hereby covenants and agrees that:

  • Certain Covenants of the Company The Company hereby agrees:

  • Certain Covenants of the Parties Seller and Company, on the one hand, and Buyer, on the other hand, hereby covenant to and agree with one another as follows:

  • Certain Covenants of Stockholder 7.1 Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly:

  • Successors; Certain Covenants All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent will be binding on and inure to the benefit of their respective successors and assigns hereunder.

  • Certain Covenants of the Stockholder Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows:

  • Termination of Certain Covenants The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding.

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