Covenants of XXXX. XXXX agrees and covenants with the Owner as follows:
Covenants of XXXX. 10.1 Xxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxx further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its goods and services are marketed throughout the United States and various parts of the world and that the Company competes with other organizations that are or could be located in nearly any part of the United States and in various parts of the world.
10.2 In recognition of the foregoing, Xxxx covenants and agrees that, except as is necessary in providing services under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Xxxx will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not intentionally disclose them to anyone outside of the Company either during or after his employment. For the purposes of this Agreement, "Confidential Information and Trade Secrets" of the Company means information which is secret to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the magazines, books, publications, products, services, television stations, integrated marketing, interactive media, electronic commerce, new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Xxxx is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Xxxx'x mind as t...
Covenants of XXXX. Xxxx hereby covenants with the Company and the Bank as follows:
(a) During the period when the Prospectus is delivered, Xxxx will comply, in all material respects and at its own expense, with all requirements imposed upon it by the Commission and the NASD, including to the extent applicable, by the 1933 Act and the 1934 Act and the rules and regulations promulgated thereunder.
Covenants of XXXX. 4.1 During the currency of this Agreement, Xxxx will:
(a) not do any other act or thing which would or might in any way adversely affect the rights of the Optionee hereunder;
(b) make available to the Optionee and its representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Property in Ryan’s possession or control, including soil samples, and all records and files relating to the Property and permit the Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof;
(c) promptly provide the Optionee with any and all notices and correspondence received by Xxxx from government agencies in respect of the Property;
(d) cooperate fully with the Optionee in obtaining any surface and other rights on or related to the Property as the Optionee deems desirable;
(e) grant to the Optionee, its employees, agents and independent contractors, the sole and exclusive right and option to:
(i) enter upon the Property;
(ii) have exclusive and quiet possession thereof;
(iii) do such prospecting, exploration, development or other mining work thereon and thereunder as the Optionee in its sole discretion may consider advisable;
(iv) bring and erect upon the Property such equipment and facilities as the Optionee may consider advisable; and
(v) remove from the Property and dispose of material for the purpose of testing.
Covenants of XXXX. Xxxx hereby covenants and agrees with PrimeSource as follows:
6.1 Conduct of Xxxx Prior to Closing. Between the date hereof and the Closing, Xxxx shall: not increase the rate of compensation of any Xxxx employee who may be hired by PrimeSource at the Closing except as in accordance with Xxxx'x past practices and, in the event Xxxx has increased the rate of compensation of any such employee PrimeSource shall be so notified at least five days before Closing; use reasonable best efforts to maintain good relations with its customers and suppliers; not take any action or fail to take any action which taking or failure would directly or indirectly have a material adverse impact on the Assets (including subjecting them to any lien or encumbrance) or the transactions contemplated hereby; not knowingly take any action or, insofar as it is able to do so, suffer to be taken any action that will cause any representation, warranty, or schedule to this Agreement to be untrue at the Closing Date; continue to conduct the business of Xxxx consistent with good business practices; and take all steps reasonably necessary so as to be able to transfer the Assets and Assumed Liabilities to PrimeSource on the Closing Date in accordance with the terms of this Agreement.
Covenants of XXXX. Xxxx covenants with Quadrax that, except as otherwise consented to in writing by Quadrax after the date of this Agreement:
Covenants of XXXX. Xxxx covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of Xxxx that otherwise would not be required to be filed by the Company thereunder, but for the action of Xxxx.
Covenants of XXXX. At all times from and after the date hereof until the Effective Time, XXXX covenants and agrees that (except as expressly contemplated or permitted by this Agreement or to the extent that EUA shall otherwise previously consent in writing):
Covenants of XXXX. (a) MAINTAIN 501(c)(3) STATUS. XXXX shall take all actions (if any) necessary or appropriate to maintain its status as a tax-exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code of the United States. Such action shall include, without limitation, the maintenance of adequate staff levels and expertise to supervise the activities of TMSI under this Agreement.
Covenants of XXXX. Except as expressly contemplated in this Agreement, during the period from the date of this Agreement and continuing until the Effective Time, (x) each of X.XXX and its Subsidiaries (including Newco) will carry on its businesses in the regular and ordinary course, consistent with past practice, and use its best efforts to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, contractors, distributors and others having business dealings with them and (y) without limiting the generality of the foregoing, neither X.XXX nor any of its Subsidiaries will or will propose to, except as contemplated in the X.XXX Reports, the X.XXX SEC Reports or this Agreement:
(a) (i) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) amend the terms of, repurchase, redeem or otherwise acquire, or permit any X.XXX Subsidiary to repurchase, redeem or otherwise acquire, any of its securities or any securities of its Subsidiaries;
(b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (including indebtedness having the right to vote) or equity equivalents (including, without limitation, stock appreciation rights), except as permitted or required pursuant to agreements or other instruments outstanding on the date hereof, or amend in any material respect any of the terms of any such securities or agreements outstanding on the date hereof;
(c) amend or propose to amend its charter or by-laws;
(d) acquire, sell, lease, encumber, transfer or dispose of any assets outside the ordinary course of its business, consistent with past practice, or make any capital expenditures aggregating in excess of $100,000, except in each case pursuant to obligations in effect on the date hereof which have been disclosed to Worldlink, or enter into any contract, commitment or transaction outside the ordinary course of its business, consis...
