Exchange Covenant Sample Clauses

Exchange Covenant. Subject to the terms and conditions set forth in this Agreement, at Closing, following the TWC/Adelphia Newco Transaction and immediately following consummation of the TWC Native Newco Transaction and the Comcast Newco Transaction: (i) Subject to Section 2.1(e)(iii), each Transferor shall cause the following exchanges of Equity Securities (collectively, the "Exchanges" and each an "Exchange"): (A) 100% of the outstanding Equity Securities of TWC/Adelphia Newco 1 shall be exchanged for 100% of the outstanding Equity Securities of Comcast/Adelphia Century Newco 1, in each case free and clear of all Liens other than applicable securities laws. (B) 100% of the outstanding Equity Securities of TWC Native Newco shall be exchanged for 100% of the outstanding Equity Securities of Comcast/Adelphia Century Newco 2, in each case free and clear of all Liens other than applicable securities laws. (C) 100% of the outstanding Equity Securities of TWC/Adelphia Newco 2 shall be exchanged for 100% of the outstanding Equity Securities of Comcast/Adelphia Parnassos Newco, in each case free and clear of all Liens other than applicable securities laws. (D) 100% of the outstanding Equity Securities of TWC/Adelphia Newco 3 shall be exchanged for 100% of the outstanding Equity Securities of Comcast Native Newco 1, in each case free and clear of all Liens other than applicable securities laws. (E) 100% of the outstanding Equity Securities of TWC/Adelphia Newco 4 shall be exchanged for 100% of the outstanding Equity Securities of Comcast Native Newco 2, in each case free and clear of all Liens other than applicable securities laws. (F) 100% of the outstanding Equity Securities of TWC/Adelphia Newco 5 shall be exchanged for 100% of the outstanding Equity Securities of Comcast Native Newco 3, in each case free and clear of all Liens other than applicable securities laws. (ii) If the Estimated Closing Adjustment Amount calculated with respect to any Newco is a positive number, such amount shall be payable at the Closing by the Transferee of such Newco to the Transferor of such Newco. If the Estimated Closing Adjustment Amount calculated with respect to any Newco is a negative number, such amount shall be payable at the Closing by the Transferor of such Newco to the Transferee of such Newco. The amounts payable pursuant to this clause (ii) (and the amount payable pursuant to Section 2.1(e)(iii)(B), if applicable) in respect of any Exchange shall be netted against each other such that on...
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Exchange Covenant. Subject to the terms and conditions set forth ----------------- in this Agreement, at the Closing: (i) Continental and TCICP agree to exchange simultaneously the TCICP Assets, except the TCICP Excluded Assets, for the Continental Assets, except the Continental Excluded Assets, free and clear of all liens (except Permitted Liens). Continental and TCICP agree to use all reasonable efforts to structure the transaction in such a way that it will be a tax-free exchange of like-kind assets under Section 1031 of the Code. (ii) The Exchange is to occur as follows: (A) the Continental and TCICP Tangible Personal Property is being exchanged each for the other; (B) the Continental and TCICP Real Property Interests are being exchanged each for the other; (C) the Continental and TCICP Systems Contracts, Systems Franchises and Systems Licenses are being exchanged each for the other; (D) all other Continental and TCICP Assets tangible or intangible, owned or leased by each are being exchanged each for the other; and (E) the Continental and TCICP Assumed Liabilities are being exchanged each for the other to the maximum extent permitted by Section 1031 of the Code and regulations promulgated thereunder. (iii) The allocated value of each class of the Continental and TCICP Assets is as set forth on Exhibit 2.1(a)(iii). None of Continental, TCICP ------------------- or any of the TCI Entities will take any position inconsistent with such valuation and all will file all returns and reports with respect to the transaction contemplated by this Agreement, including all federal, state and local returns on a basis consistent with that valuation, and each will promptly give notice to the other of any disallowance of or challenge to such reporting by any Governmental Authority. (iv) TCICP will pay to Continental, in immediately available funds, $2,431,000, reflecting the agreed upon difference in fair market values between (A) the Continental Assets and (B) the TCICP Assets (the "Cash Purchase Price"). (v) TCICP or Continental, as appropriate, will pay to the other cash in an amount equal to the net positive or negative amount of customary prorations and allocations between TCICP and Continental of current liabilities and current assets relating to the TCICP Assets on the one hand and the Continental Assets on the other, as specified in Sections 2.4 and 2.5. ------------ ---
Sample 1
Exchange Covenant. On the terms and conditions set forth in this Agreement, the Comcast Parties and the Adelphia Parties are exchanging at Closing simultaneously all of the right, title and interest of the Adelphia Parties in, to and under the Adelphia Assets for all of the right, title and interest of the Comcast Parties in, to and under the Comcast Assets, in each case free and clear of all Liens (except Permitted Liens); provided that this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom without the consent of a third party thereto if such assignment without such consent would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Transferee thereunder. Each of the Comcast Entities and the Adelphia Entities acknowledges that the parties to this Agreement desire and intend to effect their respective transfers and acquisitions of the Adelphia Assets or the Comcast Assets, as the case may be, pursuant to this Agreement as one or more exchanges of like-kind properties under Section 1031 of the Code (a "1031 Exchange"). Notwithstanding anything to the contrary in this Agreement, the exchange is occurring in accordance with the match-ups and in the manner set forth in Schedule 2.01(a). It is understood that if, pursuant to such match-ups, a System is divided so that it is transferred in part to one Transferee and in part to one or more other Transferees (or is divided between two or more Comcast LLCs in accordance with the following paragraph) such division will be disregarded for purposes of the representations and warranties set forth in Articles 4 and 5. Notwithstanding the foregoing paragraph and other provisions of this Agreement, the Parties agree that in lieu of the Comcast Parties transferring to the Adelphia Parties at Closing the Comcast Assets and in lieu of the Adelphia Parties assuming the Adelphia Assumed Liabilities, the following applies: Prior to the Closing and subject to the receipt of applicable consents ("LLC Transfer Consents"), the Comcast LLCs collectively hold all of the Comcast Assets and are liable for all of the Adelphia Assumed Liabilities in the following manner: (i) with respect to the Comcast New LLCs, the Comcast Parties have transferred or caused to be transferred certain Comcast Assets to the Comcast New LLCs and the Comcast New LLCs have assumed certain Adelphia Assumed Liabilities and (ii) with resp...
Sample 1
Exchange Covenant. Subject to the terms, conditions, exceptions and reservations set forth in this Agreement, at Closing but effective as of the Effective Time: (i) CNX and Peabody agree to exchange simultaneously all rights, title, estates, and interests of CNX in, to, and under the CNX Assets for all rights, title, estates, and interests of Peabody in, to and under the Peabody Assets, in each case free and clear of all Liens (except Permitted Liens); provided that this Agreement shall not constitute an agreement to assign or transfer any Asset or any claim or right or any benefit arising thereunder or resulting therefrom without the consent of a third Person thereto if such assignment or transfer without such consent would constitute a breach or other contravention of such Asset or in any way adversely affect the rights of the Transferee thereunder. CNX and Peabody each acknowledge that the Parties desire and intend to effect their respective transfers and acquisitions of the CNX Assets or the Peabody Assets, as the case may be, pursuant to this Agreement as one or more exchanges of like-kind properties under Section 1031 of the Code (a “1031 Exchange”); and (ii) CNX or Peabody, as appropriate, shall pay to the other in cash the Estimated Net Closing Adjustment pursuant to Section 3.1 hereof, as such may be adjusted under Section 3.2 hereof.
Sample 1

Related to Exchange Covenant

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

  • Non-Disclosure Covenant The Company and NewCo recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset of such entity's business. APP acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo that is valuable, special and a unique asset of each such business. The Company, NewCo and APP, severally, agree that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of APP, NewCo and the Company and (b) to counsel and other advisers to APP, NewCo and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo or APP, as the case may be, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii) the Company, NewCo or APP, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo or APP and provide the Company or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APP, on the other hand, of the provisions of this Section, APP, NewCo and the Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

  • Compliance Covenant The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 5.09.

  • Non-Compete Covenant For a period of 2 years after the effective date of this Agreement, NC will not directly or indirectly engage in any business that competes with ARS. This covenant shall apply to the geographical area that includes North America.

  • Separate Covenants The covenants of Part IX of this Agreement shall be construed as separate covenants covering their particular subject matter. In the event that any covenant shall be found to be judicially unenforceable, said covenant shall not affect the enforceability or validity of any other part of this Agreement. Employee Initials ____

  • Reporting Provision Within 30 days of signing this Agreement, the District will submit for OCR’s review and approval its chosen accessibility standard.

  • Restrictive Covenant (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

  • Non-Compete Covenants If Employee terminates his employment without cause, or if Employee's employment is terminated by Bank for cause, then for one year from the date of such termination Employee will not, without the prior written consent of Bank: 8.1.1 Undertake full or part-time work, either as an employee or as a consultant, for another financial institution if such work is to be done, in whole or in part, in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination; or 8.1.2 Hire for any financial institution or other employer (including himself) any employee of Bancorp or any of its affiliates, or directly or indirectly cause such an employee to leave his or her employment to work for another employer, if such employee is to work in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination.

  • Additional Negative Covenants Not to, without the Bank’s written consent: (a) Enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company. (b) Acquire or purchase a business or its assets. (c) Engage in any business activities substantially different from the Borrower’s present business. (d) Liquidate or dissolve the Borrower’s business.

  • Restrictive Covenants Agreement I understand that I am or will be an employee to or other service-provider of The Xxxxx Xxxxx Company and/or its Subsidiaries and/or its Affiliates (collectively the "Company"), and will learn and have access to the Company's confidential, trade secret and proprietary information and key business relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in this Restrictive Covenants Agreement (the "Agreement") are an important way for the Company to protect its proprietary interests and that The Xxxxx Xxxxx Company would not have granted me RSUs or other equity grants unless I made such promises. In addition to other good and valuable consideration, I am expressly being given RSUs or other equity grants in exchange for my agreeing to the terms of this Agreement. In consideration of the foregoing, I (the "Executive") agree as follows:

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