Essential Covenants Sample Clauses

Essential Covenants. The covenants by Executive in Sections 15 and 16 are essential elements of this Agreement and without Executive's agreement to comply with such covenants, the Company would not have entered into this Agreement or employed Executive.
Sample 1See All (5)
AutoNDA by SimpleDocs
Essential Covenants. The Executive acknowledges that he has carefully read and considered the terms and provisions of Sections 3, 4 and 5 and knows them to be essential to induce the Company to enter into this Agreement and that any breach of such terms and provisions would result in serious and irreparable injury to the Company. The Executive further acknowledges that the Company's business interests protected thereby are substantial and legitimate. Therefore, in the event of a breach by the Executive of any such terms or provisions, the Company shall be entitled to equitable relief against the Executive by way of injunction (in addition to, but not in substitution for, any and all other relief to which the Company may be entitled at law or in equity) to restrain the Executive from such breach and to compel compliance by the Executive with his obligations hereunder. The Company shall also be entitled to seek a protective order to ensure the continued confidentiality of its trade secrets and proprietary information.
Sample 1Sample 2Sample 3See All (4)
Essential Covenants. Executive acknowledges that: (i) the covenants by Executive in Sections 5 and 6 are essential elements of this Agreement, and without Executive's agreement to comply with such covenants, the Company would not have a ired all of the outstanding shares of capital stock of the Company pursuant to the Stock Purchase Agreement nor entered into this Agreement or employed the Executive, (ii) Executive has independently consulted its counsel and has been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Company, (iii) the covenants by Executive in Sections 5 and 6 are independent covenants and the existence of any claim by Executive against the Company under this Agreement or otherwise will not excuse the Executive's breach of any covenant in Section 5 or 6. and (iv) if Executive's employment hereunder expires or is terminated, this Agreement will continue in full force and affect as is necessary or appropriate to enforce the covenants and agreements of Executive in Sections 5 and 6. (h)
Sample 1
Essential Covenants. Delta and LATAM acknowledge that the covenants set forth in ‎Article 2 (Strategic Alliance), Article 3 (Transition Costs Payments), Article 4 (Transition Support), Article 5 (Aircraft Transactions) and Article 6 (Acquisition by Delta of Minority Stake in LATAM) are essential elements of this Agreement and represent a significant portion of the consideration to be received by LATAM and Delta, as the case may be, under this Agreement, but for these covenants, the Parties would not have entered into this Agreement.
Sample 1Sample 2
Essential Covenants. The restrictions set out in Sections 6, 7 and 8 above are without prejudice to any other fiduciary duties owed to the Company or any other Group Company, whether express or implied. The Employee acknowledges that the covenants and undertakings in Sections 6, 7 and 8 are made for the benefit of the Company and all other Group Companies, and each of them shall be considered to be a third party beneficiary of such covenants and undertakings and, in the event of any breach thereof in relation to any such company, the applicable Group Company shall be entitled to enforce such breached covenant or undertaking directly against the Employee.
Sample 1Sample 2
Essential Covenants. 6.2.1 Each of the covenants by the Lessee which are specified in this Clause are essential terms of this Lease:
Sample 1Sample 2
Essential Covenants. That the covenants by the Lessee contained or implied in the clauses to pay rent, rates, taxes and all other charges, impositions, Outgoings, maintenance, repairs, assignments, sub-letting or otherwise of the Demised Premises, use of and licenses relating to the Demised Premises and insurances with regard to the Demised Premises are essential and fundamental terms to this Lease and the breach or non-observance or non-performance of any one or more such covenants, terms and conditions shall be deemed to be a fundamental breach of the provisions of this Lease on the part of the Lessee to be observed and performed PROVIDED THAT the presence of this Clause in this Lease shall not mean or be construed as meaning that there are no other fundamental and/or essential terms in this Lease. Should the Lessor terminate this Lease following any such fundamental breach or otherwise, then without prejudice to any other right or remedy of the Lessor herein contained or implied, IT IS EXPRESSLY AGREED AND DECLARED that the Lessor shall be entitled to recover from the Lessee as and by way of liquidated damages for such breach the difference between the aggregate of the rent, the Lessee's obligations to pay rates, taxes, other impositions and Outgoings in relation to the Demised Premises and other monies that would have been payable by the Lessee for the unexpired residue of the term but for such determination calculated from the date of such determination to the date of termination of this Lease referred to in the Schedule of this Lease LESS the aggregate of the several rental and other monies which the Lessor by taking proper steps to re-let the Demised Premises shall obtain or could reasonably be expected to obtain by re-letting the Demised Premises for the unexpired residue of the term (if any) PROVIDED that in so doing the Lessor shall not be required to oblige to offer or accept in respect of such re-letting terms, covenants, conditions or stipulations which are the same or similar to the terms, covenants, conditions or stipulations herein contained or implied.
Sample 1
AutoNDA by SimpleDocs
Essential Covenants. Executive acknowledges that he has carefully read and considered the terms and provisions of Section VI.B of this Agreement and knows them to be essential to induce the Company to enter into this Agreement and that any breach of such terms and provisions would result in serious and irreparable injury to the Company. Executive further acknowledges that the Company's business interests protected thereby are substantial and legitimate. Therefore, in the event of a breach by Executive of any such terms or provisions, the Company shall be entitled to equitable relief against Executive by way of injunction (in addition to, but not in substitution for, any and all other relief to which the Company may be entitled at law or in equity) to restrain Executive from such breach and to compel compliance by Executive with his obligations hereunder. The Company shall also be entitled to seek a protective order to ensure the continued confidentiality of its trade secrets and proprietary information.
Sample 1

Related to Essential Covenants

  • General Covenants The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding:

  • Additional Covenants The Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

  • Special Covenants If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 hereof.

  • Mutual Covenants Each Party hereby covenants to the other Party that:

  • Additional Covenants of Tenant If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) business days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this ARTICLE 27, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an Event of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

  • Additional Covenants of the Parties Section 7.1.

  • Additional Covenant In Section 4 add a new paragraph as follows:

  • Additional Covenants of Servicer (a) Unless required by Applicable Law or court order, at the direction of a regulatory authority or, as evidenced by an Opinion of Counsel, in accordance with regulatory guidance, the Servicer will not release the Financed Vehicle securing each such Receivable from the security interest granted by such Receivable in whole or in part except (a) in the event of payment in full by or on behalf of the Obligor thereunder or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Customary Servicing Practices, (b) in connection with the repossession and liquidation of such Financed Vehicle or (c) as may be required by an insurer in order to receive proceeds from any Insurance Policy covering such Financed Vehicle.

  • Certain Additional Covenants (a) If any Pledgor shall, as a result of its ownership of any of the Collateral, become entitled to receive or shall receive any Stock Certificate (including any Stock Certificate issued pursuant to a stock dividend or a distribution in connection with any reclassification or increase or reduction of capital, or any Stock Certificate issued in connection with any reorganization) or any other certificate evidencing any Collateral, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such Stock Certificate or other certificate duly executed in blank by such Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional Collateral. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Subsidiary shall be paid over to the Agent to be held as additional Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of the Pledgor or any Subsidiary or pursuant to the reorganization thereof, as applicable, the capital or property so distributed shall be delivered to the Agent to be held as additional Collateral. If any such capital or property so paid or distributed shall be received by any Pledgor, such Pledgor shall, until such capital or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of such Pledgor, as additional Collateral.

  • Financial Covenants So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, the Borrower will:

Time is Money Join Law Insider Premium to draft better contracts faster.