Covenants of Xxxxxxx. 10.1 Xxxxxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxxxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxxxx 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, Xxxxxxx 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, Xxxxxxx 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, real estate franchise operations, 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, Xxxxxxx 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 Xxxxxxx'x mind as to wheth...
Covenants of Xxxxxxx. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Southwest shall have been obtained, and except as otherwise expressly contemplated herein or as set forth in Xxxxxxx’ Disclosure Memorandum, Xxxxxxx covenants and agrees that it shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following without the prior written consent of Southwest, which consent shall not be unreasonably withheld, delayed or conditioned:
(a) amend the articles of incorporation, bylaws or other governing instruments of Xxxxxxx or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would adversely affect Southwest or the holders of Southwest Common Stock adversely relative to other holders of Xxxxxxx Common Stock;
(b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;
(c) take any action that could reasonably be expected to impede or materially delay consummation of the transactions contemplated by this Agreement; or
(d) agree to take, make any commitment to take, or adopt any resolutions of Xxxxxxx’ board of directors in support of, any of the actions prohibited by this Section 6.3.
Covenants of Xxxxxxx. From the date hereof until the Effective Date or termination of this Agreement and except as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement) or required by Applicable Laws Xxxxxxx covenants and agrees that it will perform all obligations required or desirable to be performed by it under this Agreement and shall do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, it will:
(a) take all reasonable actions necessary to give effect to the transactions contemplated by this Agreement and the Arrangement and not take any action that would render, or may reasonably be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time prior to the Effective Time or termination of this Agreement, whichever first occurs;
(b) use all reasonable commercial efforts to obtain all necessary consents, assignments, waivers and amendments to or terminations of any instruments, including the consent of its bank lenders and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby;
(c) use all reasonable commercial efforts to cause each of the conditions precedent set forth in Article 4 which are within its control to be satisfied on or before the Effective Date;
(d) make all necessary filings and applications under Applicable Laws, including Applicable Canadian Securities Laws and U.S. Securities Laws, required to be made on its part in connection with the transactions contemplated herein and take all reasonable action necessary to be in compliance with such Applicable Laws, except in each case to the extent the failure to do so would not reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Arrangement;
(e) subject to the approval of the Arrangement Resolution by the Noteholders, as required by the Interim Order, submit the Arrangement to the Court and apply, in conjunction with each of the other Parties, for the Final Order;
(f) forthwith carry out the terms of the Final Order to the extent applicable to it;
(g) until the Effective Date, allow each of the other Parties and their representatives and agents full access during ...
Covenants of Xxxxxxx. 4.1. Regular Course of Business.......................................54
Covenants of Xxxxxxx. 6.4.1. During the Term, without the prior written consent of Forest, Xxxxxxx shall not, and shall cause its Affiliates not to:
(a) enter into an agreement, written or oral, with a Third Party granting such Third Party any rights to develop, commercialize, manufacture or otherwise exploit any Compound or Product (but, solely with respect to any Controlling Affiliate of Xxxxxxx, specifically excluding any Excluded Compounds and Products) for any indication in any country or jurisdiction in the Territory other than any agreement that solely relates to activities in furtherance of the Development Program by or on behalf of Xxxxxxx that are set forth in the Initial Development Plan;
(b) negotiate with any Third Party, directly or indirectly through any Person, or offer to enter into an agreement with a Third Party regarding an opportunity for such Third Party to develop, commercialize, manufacture or otherwise exploit any Compound or Product (but, solely with respect to any Controlling Affiliate of Xxxxxxx, specifically excluding any Excluded Compounds and Products) for any indication in any country or jurisdiction in the Territory other than any agreement that solely relates to activities with respect to the Development Program that are set forth in the Initial Development Plan, or any approved amendment thereto;
(c) discuss with a Third Party any opportunity for such Third Party to develop, commercialize, manufacture or otherwise exploit any Compound or Product for any indication in any country or jurisdiction in the Territory; provided, that any general discussion of information that is in the public domain, including information contained in the joint press release to be issued by the Parties pursuant to Section 7.4, shall not constitute a breach of this Section 6.4.1(c);
(d) publish or otherwise disclose to any Third Party any Information relating to any Compound or Product (but, with respect to any Controlling Affiliate of Xxxxxxx, specifically excluding any Excluded Compounds and Products) except to the extent:
(i) such Information is in the public domain as of the Option Execution Date;
(ii) such disclosure is made by Xxxxxxx or any of its Affiliates to any of its or their respective consultants, contactors or other Third Parties as may be reasonably required to conduct the Development Program;
(iii) such Information was generated by or on behalf of Xxxxxxx prior to the Option Execution Date and is published in a peer-reviewed scientific journal; provid...
Covenants of Xxxxxxx. During the Executory Period, Xxxxxxx covenants and agrees as follows:
Covenants of Xxxxxxx. 9.1 Xxxxxxx shall perform all work on the Property in a miner-like manner and shall comply with all laws, regulations and permitting requirements of the Republic of Kazakhstan including compliance with all:
(a) subsoil use and environmental statutes, guidelines and regulations;
(b) work permit conditions for lakes and streams; and
(c) work restrictions relating to forest fire hazards.
9.2 Any environmental liability or statutory violations which result from the actions of Xxxxxxx shall be the sole responsibility of Xxxxxxx.
9.3 Xxxxxxx shall pay, or cause to be paid, all Property payments and assessment work required to keep the Property and this Option in good standing during the term of this Agreement.
Covenants of Xxxxxxx. Xxxxxxx covenants and agrees with SPAC, the Company and PubCo during the term of this Agreement as follows:
Covenants of Xxxxxxx. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with MECH's prior written consent, Xxxxxxx shall not, and shall not permit Xxxxxxx Bank to:
(a) take any action that will result in any of Xxxxxxx'x representations and warranties set forth in this Agreement being or becoming untrue or any of the conditions to the Merger set forth in Article VII not being satisfied or in violation of any provision of this Agreement, except, in every case, as may be required by applicable Law; or
(b) take any other action that would materially adversely affect or materially delay the ability of Xxxxxxx to obtain the Requisite Regulatory Approvals or otherwise materially adversely affect Xxxxxxx'x and Xxxxxxx Bank's ability to consummate the transactions contemplated by this Agreement.
Covenants of Xxxxxxx. Xxxxxxx hereby covenants and agrees with EFI as follows:
