Covenants Are Independent Elements Sample Clauses

Covenants Are Independent Elements. The parties acknowledge that the restrictive covenants contained in this Section 5 are essential independent elements of this Agreement and that, but for Executive agreeing to comply with them, Company would not continue to employ Executive and would not provide the compensation herein. Accordingly, the existence or assertion of any claim by Executive against Company, whether based on this Agreement or otherwise, shall not operate as a defense to Company’s enforcement of the covenants this Section 5. An alleged or actual breach of the Agreement by the Company will not be a defense to enforcement of the provisions of Section 5 or other obligations of Executive to the Company.
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Covenants Are Independent Elements. The parties acknowledge that the obligations and covenants set forth in paragraphs 5 through 8 above and, if applicable, paragraph 11 below are essential independent elements of this Option grant and that, but for Awardee agreeing to comply with them, the Cardinal Group would not have granted such Option to Awardee. The parties agree and acknowledge that the provisions contained in paragraphs 5 through 8 above and, if applicable, paragraph 11 below are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made with regard to such paragraphs. The existence of any claim by Awardee against the Cardinal Group, whether based on this agreement or otherwise, shall not operate as a defense to the enforcement of the covenants contained in paragraphs 5 through 8 above and, if applicable, paragraph 11 below. The covenants contained in paragraphs 5 through 8 above and, if applicable, paragraph 11 below will remain in full force and effect whether Awardee is terminated by the Cardinal Group or voluntarily resigns.
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Covenants Are Independent Elements. The parties acknowledge that the obligations and covenants set forth in Paragraphs 4 through 7 above and, if applicable, Paragraph 10 below are essential independent elements of this Restricted Share grant and that, but for Awardee agreeing to comply with them, the Cardinal Group would not have granted such Restricted Share Units to Awardee. The parties agree and acknowledge that the provisions contained in Paragraphs 4 through 7 above and, if applicable, Paragraph 10 below are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made with regard to such paragraphs. The existence of any claim by Awardee against the Cardinal Group, whether based on this Agreement or otherwise, shall not operate as a defense to the enforcement of the covenants contained in Paragraphs 4 through 7 above and, if applicable, Paragraph 10 below. The covenants contained in Paragraphs 4 through 7 above and, if applicable, Paragraph 10 below will remain in full force and effect whether Awardee is terminated by the Cardinal Group or voluntarily resigns.
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Covenants Are Independent Elements. The parties acknowledge that the restrictive covenants contained in this Section 4 are essential independent elements of this Agreement and that, but for Executive agreeing to comply with them, NMHC would not employ or continue to employ Executive. Accordingly, the existence or assertion of any claim by Executive against NMHC, whether based on this Agreement or otherwise, shall not operate as a defense to NMHC’s enforcement of the restrictive covenants in this Section 4. An alleged or actual breach of the Agreement by NMHC will not be a defense to enforcement of the provisions of this Section 4 or other obligations of Executive to NMHC. The covenants in this Section 4 will remain in full force and effect whether Executive is terminated by NMHC for any reason or voluntarily resigns. Notwithstanding anything to the contrary contained in this Agreement, in the event that (i) NMHC shall fail to timely make any payment of Severance Compensation or Change in Control Compensation due hereunder; (ii) there is no good faith dispute regarding whether such payment is owed; and (iii) such failure is not cured within ten (10) days after receipt by NMHC of written notice of such failure from Executive, then the restrictions set forth in Sections 4.1 and 4.2 shall no longer be binding on Executive and NMHC acknowledges and agrees that, in such event, it shall not be relieved of its obligations to pay the Severance Compensation or Change in Control Compensation due hereunder and Executive shall have the right to pursue all applicable remedies to obtain payment of all amounts due hereunder, notwithstanding the non-binding nature of the provisions of Section 4.1 and 4.2.
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Covenants Are Independent Elements. The parties acknowledge that the obligations and covenants set forth in Paragraphs 5 through 8 above and, if applicable, Paragraph 11 below are essential independent elements of this Restricted Share grant and that, but for Grantee agreeing to comply with them, the Cardinal Group would not have granted such Restricted Share Units to Grantee. The parties agree and acknowledge that the provisions contained in Paragraphs 5 through 8 above and, if applicable, Paragraph 11 below are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made with regard to such paragraphs. The existence of any claim by Grantee against the Cardinal Group, whether based on this Agreement or otherwise, shall not operate as a defense to the enforcement of the covenants contained in Paragraphs 5 through 8 above and, if applicable, Paragraph 11 below. The covenants contained in Paragraphs 5 through 8 above and, if applicable, Paragraph 11 below will remain in full force and effect whether Grantee is terminated by the Cardinal Group or voluntarily resigns.
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Covenants Are Independent Elements. The parties acknowledge that the obligations and covenants set forth in paragraphs 5 through 8 above are essential independent elements of this grant and that, but for Grantee agreeing to comply with them, the Cardinal Group would not have granted such Option to Grantee. The parties agree and acknowledge that the provisions contained in paragraphs 5 through 8 and, if applicable, paragraph 11 are ancillary to or part of an otherwise enforceable agreement at the time the agreement is made with regard to such paragraphs. The existence of any claim by Grantee against the Cardinal Group, whether based on this agreement or otherwise, shall not operate as a defense to the enforcement of the covenants contained in paragraphs 5 through 8 and, if applicable, paragraph 11. The covenants contained in paragraphs 5 through 7 and, if applicable, paragraph 11, will remain in full force and effect whether Grantee is terminated by the Cardinal Group or voluntarily resigns.
Sample 1
Covenants Are Independent Elements. The parties acknowledge that the obligations and covenants set forth in Paragraphs 5 through 8 above and, if applicable, Paragraph 11 below are essential independent elements of this Restricted Share grant and that, but for Grantee agreeing to comply with them, the Cardinal Group would not have granted such
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Related to Covenants Are Independent Elements

  • Covenants Independent Each restrictive covenant on the part of the Executive set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of this Agreement or any other agreement which the Company and the Executive may have, fully performed and not executory, and the existence of any claim or cause of action by the Executive against the Company whether predicated upon another covenant or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any other covenant.

  • Covenants as Essential Elements of this Agreement It is understood by and between the parties hereto that the foregoing covenants contained in Sections 7(a) and (b) are essential elements of this Agreement, and that but for the agreement by the Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by the Executive shall be construed to be agreements independent of any other provisions of this Agreement. The existence of any other claim or cause of action, whether predicated on any other provision in this Agreement, or otherwise, as a result of the relationship between the parties shall not constitute a defense to the enforcement of such covenants against the Executive.

  • Covenants and Conditions All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions.

  • Covenants of Executive The Company and the Executive recognize that the Executive's services are special and unique and that the provisions herein for compensation under Section 4 and Section 5 are partly in consideration of and conditioned upon the Executive's compliance with the covenants contained in this Section 9. Accordingly, during the Term of the Agreement and until the end of the Compensation Period (as defined in Section 4(a)(ii) herein), the Executive shall be subject to the covenants contained in Sections 9(b), 9(c) and 9(d) herein.

  • COVENANTS OF CONSULTANT Consultant covenants and agrees with the Company that, in performing Consulting Services under this Agreement, Consultant will:

  • Covenants and Representations Section 5.1 List of Holders. Parent shall furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company prior to the Effective Time (or other agent performing similar services for Parent or its Affiliates), the names, addresses, shareholdings and tax certification (T.I.N.) of the record holders of Shares eligible to receive CVRs pursuant to the Merger Agreement reasonably promptly following the Effective Time.

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • 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.

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Covenants of Employee The Employee covenants and agrees that:

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