CONSULTANT COVENANTS Sample Clauses

CONSULTANT COVENANTS. CONSULTANT covenants and agrees: (a) to perform the scope of services in a professional manner, using that degree of care and skill ordinarily exercised by consultants practicing in the same or similar field; (b) to use only employees and subcontractors qualified to complete the work with sufficient experience in same or substantially similar projects; (c) to use only properly licensed employees or subcontractors for any work requiring a specialty or professional license issued by the State of Georgia; (d) to designate a representative authorized to act on the CONSULTANT’s behalf with respect to the project. (e) to use the subject property in a safe, careful and lawful manner; (f) to promptly report in writing to CITY any unsafe or defective condition of the subject property and any adverse site condition, which shall include but not be limited to limited access, extremely dense vegetation, subsurface conditions, damaged property, or existing utilities, that may adversely affect CONSULTANT’s ability to complete the scope of services or other terms of this Agreement; (g) to promptly report in writing to CITY any damage to or injuries sustained on the subject property and to promptly repair any damage to the subject property which is made necessary by any act of CONSULTANT, its employees, agents, subcontractors, or invitees; (h) to keep the subject property in a clean and orderly condition and to remove any personal property of CONSULTANT upon completion of the project; (i) to perform all work on the project in a good and workmanlike manner, free from faults and defects, and in conformance with the terms of this Agreement; (j) to determine the appropriate method, details and means of performing the scope of services provided by this Agreement; (k) to exercise the ordinary standard of care in complying with the laws, codes, and regulations applicable to the CONSULTANT’s services; (l) to exercise diligence and to complete delivery of the scope of services in a timely manner consistent with the exercise of due care; (m) to attend meetings to make presentations or to otherwise review the progress of the work as set out in the scope of services at the reasonable request of the CITY; (n) to prepare and submit to the CITY reports required by the scope of services or upon the written request of the CITY.
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CONSULTANT COVENANTS. Consultant convenants not to: --------------------- (a) become involved in a conflict of interest, including participation in, or solicitation of, business with a Client of Pro , while assigned to a Client site during the term of this Agreement or for a period of three months thereafter, (b) violate applicable provisions of the United States Foreign Corrupt Practices Act, which generally prohibits improper payments to foreign government officials or candidates for office (Pro will explain these requirements in greater detail upon request); (c) disclose any confidential business information of Pro , defined as all information about Pro 's business, prospects, processes or operations obtained by Consultant during his or her employment; or (d) work or provide services to anyone else for compensation or otherwise while employed by Pro without advance written consent of Pro .
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CONSULTANT COVENANTS. Consultant will (i) conduct its business in a manner that reflects favorably at all times on the Company and the good name, goodwill and reputation of the Company; (ii) avoid unethical, deceptive, illegal or misleading acts or practices that are or might be detrimental to the Company; (iii) make no false or misleading representations regarding the Company; (iv) make no representations, warranties or guarantees to potential customers, investors, borrowers, ministries or business partners regarding the products, investment securities, lending services or capabilities of the Company; or (v) attempt to cause any Company investor, borrower, customer, client or business partner to terminate his, her or its contractual relationship with the Company. ​
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CONSULTANT COVENANTS. Consultant convenants not to: --------------------- (a) become involved in a conflict of interest, including participation in, or solicitation of, business with a Client of Pro (b) violate applicable provisions of the United States Foreign Corrupt Practices Act, which generally prohibits improper payments to foreign government officials or candidates for office (Pro will explain these requirements in greater detail upon request); (c) disclose any confidential business information of Pro , defined as all information about Pro 's business, prospects, processes or operations obtained by Consultant during his or her employment; or (d) work or provide services to anyone else for compensation or otherwise while employed by Pro without advance written consent of Pro .
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CONSULTANT COVENANTS. The Consultant shall: (a) Ensure that Information provided to it pursuant to the Agreement or this Schedule is not used or disclosed for a purpose which is inconsistent with the purpose for which the MD provided it; (b) Ensure that Information provided to it pursuant to the Agreement or this Schedule is stored in a secure manner, with industry standard safeguards in place to ensure that only authorized individuals are provided access to the Information, and in any event shall ensure that the Information is safeguarded in accordance with the minimum standards set out in any then-current MD Policy on information security; (c) Immediately report any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of the Information to the FOIPPA Head at the MD; (d) Return to the MD all information, regardless of form, provided to it pursuant to the Agreement or this Schedule forthwith upon having used such Information for the purpose for which it was provided; (e) Cooperate with investigations undertaken by the MD, by a third party instructed by the MD, or by a person or body with statutory authority to conduct an investigation, regarding the collection, use or disclosure of the Information (f) Upon notification by the MD, implement any additional security or information protection measures required by the MD, acting reasonably; (g) Cooperate with the MD in mitigating any loss or damage resulting from an unauthorized use or disclosure of Information; (h) Provide the MD forthwith with notice of any request received by an individual in relation to Personal Information held by the Consultant as a result of the Agreement or this Schedule, including without limitation any request pursuant to sections 35 or 36 of FOIPPA; and (i) Not copy, distribute, transfer (electronically or otherwise), sublicense, create derivative works from or modify, rent or resell the Information without the consent of the MD.
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CONSULTANT COVENANTS. The Consultant hereby acknowledges that the covenants and other provisions set forth in Section 6 of the Prior Agreement survive the expiration of the Prior Agreement and the termination of this Agreement and the Consultant hereby affirms his agreement to comply with such provisions. In the event the Consultant violates any of the covenants set forth in Section 6 of the Prior Agreement, in addition to any other remedies the Company may have, all of the Company's obligations under this Agreement shall immediately cease.
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CONSULTANT COVENANTS 
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Related to CONSULTANT COVENANTS

  • Tenant Covenants The Tenant covenants during the Term and for such further time as the Tenant occupies any part of the Premises:

  • Independent Covenants This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

  • Joint Covenants Buyer and Seller hereby covenant and agree as follows:

  • Parent Covenants Except as otherwise provided below, during the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article 9, Parent covenants and agrees with the Company as follows:

  • Independent Covenant 12 Section 10.06 Materiality............................................ 13

  • Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

  • Non-Compete Covenants If Employee terminates his employment without cause, or if Employee's employment is terminated by Bank for cause, then for one year from the date of such termination Employee will not, without the prior written consent of Bank: 8.1.1 Undertake full or part-time work, either as an employee or as a consultant, for another financial institution if such work is to be done, in whole or in part, in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination; or 8.1.2 Hire for any financial institution or other employer (including himself) any employee of Bancorp or any of its affiliates, or directly or indirectly cause such an employee to leave his or her employment to work for another employer, if such employee is to work in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination.

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

  • Noncompetition Covenant The Executive agrees that, during the Term, including any extension thereof, and for a period of one year following the Executive’s termination of employment, other than a termination pursuant to Section 4, the Executive shall not, without the express written consent of the Company: (a) Be engaged, directly or indirectly, in any county where the Company has an office at the time of Executive’s termination, as a partner, officer, director, employee, consultant, independent contractor, security holder, or owner of any entity engaged in any business activity competitive with that of the Company or its Affiliates; provided, however, nothing in this Agreement shall prevent the Executive from owning or acquiring an interest in any entity engaged in any competitive business activity if such interest does not constitute “control” as defined in 12 C.F.R. Section 303.81(c); (b) Call upon or solicit, either for the Executive or for any other person or firm that engages in competition with any business operation actively conducted by the Company or any Affiliate during the Term, any customer with whom the Company or any Affiliate directly conducts business during the Term; or interfere with any relationship, contractual or otherwise, between the Company or any Affiliate and any customer with whom the Company or any Affiliate directly conducts business during the Term; or (c) Induce or solicit any person who is at the date of termination or was during the 12 months preceding termination an employee, officer or agent of the Company or any Affiliate to terminate said relationship. In the event of a breach by the Executive of any covenant set forth in this Section 9, the term of such covenant will be extended by the period of the duration of such breach and such covenant will survive any termination of this Agreement but only for the limited period of such extension. The restrictions on competition provided herein shall be in addition to any restrictions on competition contained in any other agreement between the Company and the Executive and may be enforced by the Company and/or any successor thereto, by an action to recover payments made under this Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 9 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law or at equity, the parties hereto agree that the Company or any successor thereto, will have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 9. If the scope of any restriction contained in this Section 9 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

  • Non-Compete Covenant For a period of 2 years after the effective date of this Agreement, NC will not directly or indirectly engage in any business that competes with ARS. This covenant shall apply to the geographical area that includes North America.

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