Covenants of Xxxxxxxxx. During the period from the date of this Agreement to the Effective Time or the date of termination of this Agreement, Xxxxxxxxx shall use its reasonable efforts to maintain and preserve its business organization and to retain the services of its officers and key employees and maintain relationships with customers, suppliers and other third parties to the end that their goodwill and ongoing business shall not be impaired in any material respect, and will take no actions which are intended or reasonably likely to cause any representations in this Agreement to become untrue.
Covenants of Xxxxxxxxx. From and after the date of this Agreement until the Closing, except as expressly authorized by this Agreement or expressly consented to in writing by Xxxxx, Xxxxxxxxx covenants and agrees with Xxxxx as follows:
Covenants of Xxxxxxxxx. 4.1 Xxxxxxxxx covenants with Micron that it shall:
(a) upon receipt of any payments from Micron pursuant to section 1.2 hereof, advance those payments to Patch in accordance with the terms of the Sub-Participation Agreement;
(b) keep Micron informed in a timely manner of the operations under the Participation Agreement and shall provide Micron with copies of any data it shall receive pursuant to the Sub-Participation Agreement; and
(c) upon Micron having earned the Assigned Interest, forthwith upon receipt of same, forward any revenues received by Xxxxxxxxx on account of the Assigned Interest to Micron.
Covenants of Xxxxxxxxx. 16 5.1 Access to Xxxxxxxxx. . . . . . . . . . . . . . . . . 16 5.2
Covenants of Xxxxxxxxx. To protect the security of this Mortgage, Mortgagor covenants and agrees as follows:
Covenants of Xxxxxxxxx. 4.1 Xxxxxxxxx covenants with Habanero that it shall:
(a) upon receipt of any payments from Habanero pursuant to section 1.2 hereof, advance those payments to Patch in accordance with the terms of the Sub-Participation Agreement;
(b) keep Habanero informed in a timely manner of the operations under the Participation Agreement and shall provide Habanero with copies of any data it shall receive pursuant to the Sub-Participation Agreement; and
(c) upon Habanero having earned the Assigned Interest, forthwith upon receipt of same, forward any revenues received by Xxxxxxxxx on account of the Assigned Interest to Habanero.
Covenants of Xxxxxxxxx. Xxxxxxxxx covenants to and agrees with the Company as follows:
(a) Xxxxxxxxx shall not, without the express prior consent of the Board of Directors or President of the Company, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; but nothing contained herein shall be construed as preventing Xxxxxxxxx from investing Xxxxxxxxx'x assets in not more than 1% of the capital stock or other securities of any corporation whose stock or other securities are regularly traded on a national securities exchange or in the over-the-counter securities market and with which Xxxxxxxxx has no employment, representative or agency relationship.
(b) During the term of Xxxxxxxxx'x employment with the Company and thereafter for a period of two (2) years, Xxxxxxxxx will not, in any manner, directly or indirectly with or through any other person or entity:
(i) Except as required in Xxxxxxxxx'x duties to the Company, disclose or divulge to any person or entity, or use for Xxxxxxxxx'x benefit or the benefit of any other person or entity, directly or indirectly, as the same may exist during the term of Xxxxxxxxx'x employment by the Company or at the date of termination of such employment, any knowledge, information, business methods, techniques, devices, customer lists, supplier lists, business plans, software, programs or other data of the Company, without regard to whether all of the foregoing matters will be otherwise deemed confidential, material or important, the parties stipulating that as between them, the same are important, material and confidential and greatly affect the effective and successful conduct of the business and the goodwill of the Company;
(ii) Divert, take away, solicit or interfere with any of the customers, trade, suppliers, business, patronage, employees or agents of the Company, or employ any person who was an employee of the Company at any time during the two year period prior to the date of such employment; or
(iii) Engage, either personally or as an employee, partner, officer, manager, agent, advisor, associate, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive (as hereinafter defined) with the business of the Company.
(c) For the purposes hereof, a business will be deemed competitive with the business of the Company if it involves the development, installation or operation of telecommunications products ...
Covenants of Xxxxxxxxx. Xxxxxxxxx hereby covenants and agrees with Alexandria as follows:
Covenants of Xxxxxxxxx. At or prior to the Closing, Purchaser shall subtract the $5,000.00 down payment from that portion of the Purchase Price payable to Xxxxxxxxx relating to the 1995 Mercedes Benz S5O0V. Xxxxxxxxx covenants and agrees that no later than thirty (30) days from the Closing, Xxxxxxxxx will either assume the leases of or purchase the following three (3) vehicles: (i) a 1988 Mercedes Benz 56OSL currently leased by the Company from Mercedes-Benz Credit Corporation; (ii) 1993 Acura Legend currently leased by the Company from American Honda Finance Corporation; and (iii) 1994 Ford Explorer currently leased by the Company from Enterprise Leasing Company of Georgia." 3. AMENDMENT TO SECTION 5.1(A) (
Covenants of Xxxxxxxxx. 8.1 Xxxxxxxxx agrees that during his employment with Xxxxxxxx and, provided applicable termination payments, if any, are being paid pursuant to Section 7, for a period of twelve (12) months after his employment ends (whether his employment is ended voluntarily or involuntarily by Xxxxxxxxx or Xxxxxxxx), Xxxxxxxxx will not, directly or indirectly, whether as a sole proprietor, partner, venture, stockholder, director, officer, employee, consultant, or in any other capacity as a principal or agent or through any person, subsidiary, affiliate, or employee acting as nominee or agent, engage in any of the following activities:
a) Conduct or engage in, or be interested in or associated with any person or entity which conducts or engages in, the ownership, operation and management of a television station in a market in which Xxxxxxxx owns, operates and manages a television station (“Competitor”).
b) Take any action to finance or guarantee or knowingly to provide other material assistance to any Competitor.
c) Influence or attempt to influence any person or entity that is a contracting party with Xxxxxxxx to terminate any written or oral agreement with Xxxxxxxx;
d) Hire or attempt to hire any person who is employed by Xxxxxxxx or attempt to influence any such person to terminate employment with Xxxxxxxx.
8.2 Xxxxxxxxx will not use, divulge, sell or deliver to or for himself or any other person, firm or corporation other than Xxxxxxxx any confidential information of Xxxxxxxx in any form or memoranda, reports, computer software and data banks, customer lists, employee lists, contracts, strategic plans and any and all other documents containing trade secrets concerning Xxxxxxxx and its business operations (“Confidential Information”). Confidential Information does not include information available from or which can be ascertained through public means (e.g., phone books, published materials or industry publications). Xxxxxxxxx will destroy or surrender to Xxxxxxxx all Confidential Information and all other property belonging to Xxxxxxxx at the conclusion of his employment.
8.3 Xxxxxxxxx agrees to cooperate with Xxxxxxxx in the truthful and honest prosecution and/or defense of any claim in which Xxxxxxxx xxx have an interest (with the right of reimbursement for reasonable expenses actually incurred) which may include, without limitation, being available to participate in any proceeding involving Xxxxxxxx, permitting interviews with representatives of Xxxxxxxx, appearing...
