Common use of Covenant Not to Xxx Clause in Contracts

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Loan Parties pursuant to Section 7 above. If any Loan Party or any of its respective successors, assigns or other legal representatives violates the foregoing covenant, each Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 6 contracts

Samples: Loan and Security Agreement (Synta Pharmaceuticals Corp), Loan and Security Agreement (Synta Pharmaceuticals Corp), Loan and Security Agreement (Synta Pharmaceuticals Corp)

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Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 3.2 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 4 contracts

Samples: Forbearance Agreement (Prospect Medical Holdings Inc), Second Lien Forbearance Agreement (Prospect Medical Holdings Inc), Forbearance Agreement (Prospect Medical Holdings Inc)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Loan Parties pursuant to Section 7 6 above. If any Loan Party or any of its respective successors, assigns or other legal representatives violates the foregoing covenant, each Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 4 contracts

Samples: Loan and Security Agreement (Synta Pharmaceuticals Corp), Loan and Security Agreement (Synta Pharmaceuticals Corp), Loan and Security Agreement (Synta Pharmaceuticals Corp)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Prospect Medical Holdings Inc), Second Lien Credit Agreement (Prospect Medical Holdings Inc)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 8 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: Credit Agreement (Diamond Foods Inc), Credit Agreement (Diamond Foods Inc)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 4.2 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: Forbearance Agreement (Prospect Medical Holdings Inc), Second Lien Forbearance Agreement (Prospect Medical Holdings Inc)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Prospect Medical Holdings Inc), First Lien Credit Agreement (Prospect Medical Holdings Inc)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 5 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Prospect Medical Holdings Inc), First Lien Credit Agreement (Prospect Medical Holdings Inc)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 4.2 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: Forbearance Agreement (Prospect Medical Holdings Inc), Second Lien Forbearance Agreement (Prospect Medical Holdings Inc)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 3.2 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: Forbearance Agreement (Prospect Medical Holdings Inc), Consent Under Second Lien Forbearance Agreement (Prospect Medical Holdings Inc)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 6 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Credit Agreement (Salix Pharmaceuticals LTD)

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Covenant Not to Xxx. Each Loan releasing Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee released Party above that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee released Party on the basis of any Claim claim released, remised and discharged by the Loan Parties any Party pursuant to Section 7 abovethe above releases. If any Loan Party or any of its respective successors, assigns or other legal representatives violates the foregoing covenant, each Loan such Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee released Party may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee such released Party as a result of such violation.

Appears in 1 contract

Samples: Settlement Agreement (U S Precious Metals Inc)

Covenant Not to Xxx. Each Loan Credit Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Loan Parties such Credit Party pursuant to Section 7 4 above. If any Loan Credit Party or any of its their respective successors, assigns or other legal representatives representations violates the foregoing covenant, each Loan Credit Party, for itself themselves and its their successors, assigns and legal representatives, jointly and severally agrees agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Credit Agreement (Curative Health Services Inc)

Covenant Not to Xxx. Each of the Borrower and each other Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 above. If any Loan Party or any of its their respective successors, assigns or other legal representatives violates the foregoing covenant, the Borrower and each other Loan Party, for itself themselves and its their successors, assigns and legal representatives, jointly and severally agrees agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Credit Agreement and Security Agreement (Paylocity Holding Corp)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 16 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Forbearance Agreement and Second Amendment to Credit Agreement (Diamond Foods Inc)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Loan Parties pursuant to Section 7 8 above. If any Loan Party or any of its respective successors, assigns or other legal representatives violates the foregoing covenant, each Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Loan and Security Agreement (Synta Pharmaceuticals Corp)

Covenant Not to Xxx. Each Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim claim released, remised and discharged by the such Loan Parties Party pursuant to Section 7 10 above. If any Loan Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each such Loan Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diamond Foods Inc)

Covenant Not to Xxx. Each Loan Releasing Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee Released Party above that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee Released Party on the basis of any Claim claim released, remised and discharged by the Loan Parties such Releasing Party pursuant to Section 7 abovethe above release. If any Loan Releasing Party or any of its respective successors, assigns or other legal representatives representations violates the foregoing covenant, each Loan such Releasing Party, for itself and its successors, assigns and legal representatives, jointly and severally agrees to pay, in addition to such other damages as any Releasee Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by any Releasee such Released Party as a result of such violation.

Appears in 1 contract

Samples: Limited Forbearance and Waiver Agreement (Champion Industries Inc)

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