Covenants and Agreements of the Participant Sample Clauses

Covenants and Agreements of the Participant. The Participant covenants to and agrees with UAMPS as follows:
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Covenants and Agreements of the Participant. The Participant acknowledges the time and expense incurred by the Company, its Subsidiaries and their respective affiliates (the “Company Group”) in connection with developing proprietary and confidential information in connection with the business and operations of the Company and its Subsidiaries. The Participant agrees that the Participant will not, whether during the Participant’s service as an employee of any member of the Company Group or at any time thereafter, divulge, communicate, or use to the detriment of any of member of the Company Group or any other person, firm or entity, confidential information or trade secrets relating to any member of the Company Group, including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of (and any other information concerning) possible acquisition candidates), financial information, market analyses, acquisition terms and conditions, personnel information, know-how, customer lists and relationships, supplier lists and relationships, or other non-public proprietary and confidential information relating to any member of the Company Group. The foregoing confidentiality agreement shall not apply if the communication (i) is required in the course of performing the Participant’s duties as an employee of the Company or its Subsidiaries, (ii) is made with the written consent of the Company’s Board of Directors, (iii) relates to information that is or becomes generally known by the public other than as a result of a breach hereof by the Participant, or (iv) is required by law or judicial or administrative process.
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Related to Covenants and Agreements of the Participant

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

  • Covenants and Agreements Each Grantor hereby covenants and agrees that: (i) except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral (except Permitted Liens), and such Grantor shall use commercially reasonable efforts to defend the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or in material violation of any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (iii) except on or prior to the Closing Date pursuant to the Acquisition, it shall not change such Grantor's name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise) sole place of business, type of organization or jurisdiction of organization or establish any trade names unless it shall have complied with the requirements of Section 5.1(j) of the Credit Agreement or otherwise notified Collateral Agent in writing by executing and delivering to Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 1 hereto, prior to any such change or establishment; and shall have, prior to any such change or establishment, taken all actions necessary or reasonably requested by Collateral Agent to maintain the continuous validity, perfection and the same or better priority of Collateral Agent's security interest in the Collateral intended to be granted and agreed to hereby; (iv) upon such Grantor obtaining knowledge thereof, it shall promptly notify Collateral Agent in writing of any event that could reasonably be expected to have a Material Adverse Effect on (x) the value of the Collateral, (y) the ability of any Grantor or Collateral Agent to dispose of the Collateral, or (z) the rights and remedies of Collateral Agent in relation thereto, including, without limitation, the levy of any legal process against the Collateral or any material portion thereof; and (v) except for Permitted Sales and Permitted Liens, it shall not take or permit any action which could reasonably be expected to materially impair Collateral Agent's rights in the Collateral.

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