CONTINUING COVENANTS. The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA.
CONTINUING COVENANTS. The Competitive Supplier agrees and covenants to perform each of the following additional obligations during the term of this Agreement.
CONTINUING COVENANTS. Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.
CONTINUING COVENANTS. The Executive acknowledges and agrees that he remains subject to the provisions of Section 7 of the Employment Agreement which shall remain in full force and effect for the periods set forth therein.
CONTINUING COVENANTS. From and after the execution and delivery of this Agreement, the parties agree as follows:
CONTINUING COVENANTS. A party’s consent to a transfer or assignment of an interest in this agreement shall not constitute a waiver of any claims it may have against the other nor shall it be deemed a waiver of the any party’s right to demand exact compliance with any of the terms of this agreement by the other.
CONTINUING COVENANTS. The Shareholder hereby further covenants with the Pledgee that during the continuance of this Deed the Shareholder will at all times:
CONTINUING COVENANTS. WhiteWave, for itself and the WhiteWave Affiliates, covenants that on or after a Deconsolidation it will not (nor will it cause or permit any member of the WhiteWave Group ), in respect of any Pre-Deconsolidation Period, (a) make or change any tax election, (b) change any accounting method, (c) amend any Tax Return or take any Tax position on any Tax Return that is inconsistent with any Tax position on any Tax Return of the Xxxx Foods Group, or (d) take any action, omit to take any action or enter into any transaction that results in any increased Tax liability or reduction of any Tax Asset of the Xxxx Foods Group.
CONTINUING COVENANTS. Notwithstanding any other provisions of this Release, the Executive acknowledges and agrees that he remains subject to the provisions of Section 6 of the Employment Agreement and the Employee Invention and Proprietary Information Agreement (“Invention Agreement”), both of which shall remain in full force and effect for the periods set forth therein and are deemed part of this Release. The Executive acknowledges and agrees that he has made a diligent search for any Company property in his possession or control and that he has returned all such property to the Company. The Executive acknowledges and agrees that any action for injunctive relief brought for claims arising out of Section 6 of the Employment Agreement or the Invention Agreement, as well as any related claims for trade secret misappropriation, breach of fiduciary duty, unfair competition, or other related business tort claims, shall be brought exclusively in Delaware state court or Delaware federal court. The Executive shall submit to and accept the exclusive jurisdiction of such suit, legal action, or proceeding in Delaware state court or Delaware federal court. The Executive acknowledges and agrees to accept personal jurisdiction in Delaware and also acknowledges and agrees not to challenge the mandatory Delaware forum on any grounds whatsoever, including lack of jurisdiction or forum non-conveniens.
CONTINUING COVENANTS. Tenant covenants and agrees with Landlord to:
(a) maintain the Premises in a good condition and state of repair;
(b) promptly make all of repairs, renewals, replacements and additions, to the Premises which may be necessary, required under any Legal Requirement or otherwise required under the terms of this Lease;
(c) not commit or suffer waste with respect to the Premises;
(d) not remove, demolish or in any respect alter any of the Improvements comprising the Premises, provided that Tenant may make alterations in accordance with Section 4.1 hereof;
(e) subject to any Legal Requirement, not make, install or permit to be made or installed, any alterations or additions to the Premises if doing so will violate the terms and conditions of this Lease unless approved by Landlord in writing;
(f) not make, suffer or permit any nuisance to exist on the Premises;
(g) keep the Premises neat and clean at all times and to keep any refuse in proper containers out of sight until the same is removed;
(h) neither do nor suffer anything to be done or kept in or about the Premises which contravenes Landlord's insurance policies or increases the premiums therefor;
(i) promptly comply with, or cause to be complied with, and conform to all Legal Requirements with regard to Tenant's specific use solely; and
(j) from and after the earlier of a Put Date or a Recapture Date, comply with all of the Rules.
