Covenants of the Members. Each Member shall (a) timely furnish, and shall cause its Affiliates to timely furnish, such information as may be required to be provided under FCC Rules in, or in connection with, the License Company’s short-form application to participate in the Auction and post-Auction long-form application and associated filings; (b) subject to Section 10.1, not participate, and shall cause Affiliates that it controls to refrain from participating, directly or indirectly, in the Auction or in connection with any other actual or potential bidder in the Auction, to the extent such action would disqualify, restrict or limit the License Company from participating fully in the Auction or otherwise would violate any applicable FCC Rule and (c) shall take measures to comply with the FCC’s anti-collusion rule at Section 1.2105 of the FCC Rules and the FCC’s anonymous bidding procedures applicable to the Auction.
Covenants of the Members. Each Member covenants on behalf of itself, its successors, permitted assigns, heirs, and personal representatives, to execute and deliver with acknowledgment or affidavit, if required:
Covenants of the Members. As the sole obligation of the -------------------------- Members under this Agreement, each of the Members, severally and not jointly, covenants as follows:
Covenants of the Members. (a) Each Member shall at all times (i) observe all corporate or limited liability company formalities, as the case may be, including the maintenance of current minute books, (ii) maintain, separate from any other Person, its own separate and distinct books of account, bank accounts and corporate or limited liability company records, (iii) maintain separate financial statements and cause its financial statements to be prepared and maintained in accordance with GAAP in a manner that indicates the separate existence of such Member and its assets and liabilities, (iv) pay all its liabilities out of its own funds (including the salaries of its own employees), (v) maintain and use its own separate stationary, invoices and checks, (vi) in all dealings with the public or third parties identify itself and conduct its own business under its own name as a separate and distinct legal entity rather than as a division of its parent, (vii) maintain an arm's-length relationship with its Affiliates and (viii) independently make decisions with respect to its business and daily operations.
Covenants of the Members. The Members agree that for as long hereafter as any Member shall own a Membership Interest:
Covenants of the Members. The applicable Member(s) hereby covenant to, and agree with, the other Members and the Company, severally and not jointly and solely on its own behalf, as follows:
Covenants of the Members. Each Member, on a several basis with respect to itself, covenants (in addition to and without modification of the representations set forth in the Members Agreement) to the other parties hereto that:
Covenants of the Members. SECTION XIII.1 DEBT INCURRENCE BY C&D. Following the Closing Date, without the prior consent of the Kelxx Xxmber, C&D shall not incur any Consolidated Debt unless (i) at the time of incurrence and after giving effect thereto, C&D's ratio of Consolidated Debt to Consolidated EBITDA for the last four fiscal quarters (treating any such indebtedness to be incurred and giving pro forma effect to any acquisitions and synergies related thereto, if any (in a manner consistent with Regulation S-X) as if such incurrence or acquisition took place on the first day of such four-quarter period) is less than 4.5:1.0 or (ii) C&D provides to the Kelxx Xxmber a letter of credit or other reasonably satisfactory credit support from a major money center financial institution in an amount equal to the amount of the Kelxx Xxitial Contribution, less the Excess Contribution Balance.
Covenants of the Members. (a) New potential applications within the Agreed Space will be explored by Albany and Safran in accordance with the General Collaboration Agreement. When Albany and Safran agree that a new application is ready to proceed to development and manufacturing, Albany and Safran shall negotiate in good faith a commercial agreement with respect to such new application and such other agreements as may be necessary to effect the transfer of the application to the Company at the time such commercial agreement becomes effective; provided that the price policies of any such agreements shall be consistent with Section 11.05(b) below.
Covenants of the Members. 20 5.1 Confidentiality.......................................20 5.2
