Common use of Independent Covenant Clause in Contracts

Independent Covenant. All of the covenants in this Section 13 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary thereof, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES of such covenants. It is specifically agreed that the period of two (2) years stated at the beginning of this Section 13, during which the agreements and covenants of each Stockholder made in this Section 13 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 13. The covenants contained in Section 13 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummated.

Appears in 14 contracts

Samples: Stock Purchase Agreement (Integrated Electrical Services Inc), Stock Purchase Agreement (Integrated Electrical Services Inc), Stock Purchase Agreement (Integrated Electrical Services Inc)

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Independent Covenant. All of the covenants in this Section 13 15 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary Parent (including the Subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Parent of such covenants. It is specifically agreed that the period of two (2) three years stated at the beginning of this Section 1315, during which the agreements and covenants of each Stockholder made in this Section 13 15 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 1315. The covenants contained in Section 13 15 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become nugatory if the transactions contemplated by this Agreement are not consummated.

Appears in 6 contracts

Samples: Merger Agreement (Alliance Group Inc), Merger Agreement (Alliance Group Inc), Merger Agreement (Alliance Group Inc)

Independent Covenant. All of the covenants in this Section Article 13 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary Clarant (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Clarant of such covenants. It is specifically agreed that the period of two three (23) years stated at the beginning of this Section Article 13, during which the agreements and covenants of each Stockholder made in this Section Article 13 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section Article 13. The covenants contained in Section Article 13 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummated.

Appears in 5 contracts

Samples: Agreement and Plan of Organization (Luminant Worldwide Corp), Agreement and Plan of Organization (Luminant Worldwide Corp), Merger Agreement (Luminant Worldwide Corp)

Independent Covenant. All of the covenants in this Section 13 15 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary Parent (including the Subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Parent of such covenants. It is specifically agreed that the period of two (2) years stated at the beginning of this Section 1315, during which the agreements and covenants of each Stockholder made in this Section 13 15 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 1315. The covenants contained in Section 13 15 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become nugatory if the transactions contemplated by this Agreement are not consummated.

Appears in 3 contracts

Samples: Merger Agreement (Alliance Group Inc), Merger Agreement (Alliance Group Inc), Merger Agreement (Alliance Group Inc)

Independent Covenant. All of the covenants in this Section 13 12 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES RV Centers or any subsidiary Subsidiary thereof, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES RV Centers of such covenants. It is specifically agreed that the period of two five (25) years stated at the beginning of this Section 1312, during which the agreements and covenants of each Stockholder made in this Section 13 12 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 1312. The covenants contained in Section 13 12 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by in this Agreement are not consummated.

Appears in 3 contracts

Samples: Acquisition Agreement (Rv Centers Inc), Acquisition Agreement (Rv Centers Inc), Acquisition Agreement (Rv Centers Inc)

Independent Covenant. All of the covenants in this Section 13 11 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder a Shareholder against IES or any subsidiary the Purchaser (including the Subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES the Purchaser of such covenants. It is specifically agreed that the period of two (2) years 36 calendar months stated at the beginning of this Section 1311, during which the agreements and covenants of each Stockholder a Shareholder made in this Section 13 11 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder Shareholder is in violation of any provision of this Section 1311. The covenants contained in Section 13 11 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become void if the transactions contemplated by this Agreement are not consummated.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/), Asset Purchase Agreement (Advanced Communications Group Inc/De/)

Independent Covenant. All of the covenants in this Section 13 15 shall be construed as an agreement independent of any other provision in this Agreement, Agreement and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary Parent (including the Subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Parent of such covenants. It is specifically agreed that the period of two (2) years one year stated at the beginning of this Section 1315, during which the agreements and covenants of each Stockholder made in this Section 13 15 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 1315. The covenants contained in Section 13 15 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become nugatory if the transactions contemplated by this Agreement are not consummated.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alliance Group Inc), Asset Purchase Agreement (Alliance Group Inc)

Independent Covenant. All of the covenants in this Section 13 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary Purchaser (including the Subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Purchaser of such covenants. It is specifically agreed that the period of two (2) years 36 calendar months stated at the beginning of this Section 13, during which the agreements and covenants of each Stockholder made in this Section 13 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 13. The covenants contained in this Section 13 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become void if the transactions contemplated by this Agreement are not consummated.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Advanced Communications Group Inc/De/), Stock Purchase Agreement (Advanced Communications Group Inc/De/)

Independent Covenant. All of the covenants in this Section 13 15 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary Parent (including the Subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Parent of such covenants. It is specifically agreed that the period of two (2) three years stated at the beginning of this Section 1315, during which the agreements and covenants of each Stockholder made in this Section 13 15 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 1315. The covenants contained in Section 13 15 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become nugatory if the transactions contemplated by this Agreement are not consummated.

Appears in 1 contract

Samples: Merger Agreement (Alliance Group Inc)

Independent Covenant. All of the covenants in this Section 13 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES CLC or any subsidiary the Company (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES CLC or the Company of such covenants. It is specifically agreed that the period of two three (23) years stated at the beginning of this Section 13, during which the agreements and covenants of each Stockholder made in this Section 13 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 13. The covenants contained in this Section 13 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummated.

Appears in 1 contract

Samples: Share Purchase Agreement (Computer Learning Centers Inc)

Independent Covenant. All of the covenants in this Section 13 12 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary Purchaser (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Purchaser of such covenants. It is specifically agreed that the period of two (2) three years stated at the beginning of this Section 1312, during which the agreements and covenants of each Stockholder made in this Section 13 12 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 1312. The covenants contained in Section 13 12 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become nugatory if the transactions contemplated by this Agreement are not consummated.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (Advanced Communications Group Inc/De/)

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Independent Covenant. All of the covenants in this Section 13 14 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary Parent (including the Subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Parent of such covenants. It is specifically agreed that the period of two (2) three years stated at the beginning of this Section 1314, during which the agreements and covenants of each Stockholder made in this Section 13 14 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 1314. The covenants contained in Section 13 14 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become nugatory if the transactions contemplated by this Agreement are not consummated.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (Advanced Communications Group Inc/De/)

Independent Covenant. All of the covenants in this Section 13 15 shall be construed as an agreement independent of any other provision in this Agreement, Agreement and the existence of any claim or cause of action of Company or any Stockholder against IES or any subsidiary Parent (including the Subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Parent of such covenants. It is specifically agreed that the period of two (2) three years stated at the beginning of this Section 1315, during which the agreements and covenants of Company and each Stockholder made in this Section 13 15 shall be effective, shall be computed by excluding from such computation any time during which Company or such Stockholder is in violation of any provision of this Section 1315. The covenants contained in Section 13 15 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become nugatory if the transactions contemplated by this Agreement are not consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alliance Group Inc)

Independent Covenant. All of the covenants in this Section 13 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES CLC or any subsidiary thereof, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES CLC of such covenants. It is specifically agreed that the period of two five (25) years stated at the beginning of this Section 13, during which the agreements and covenants of each Stockholder made in this Section 13 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 13. The covenants contained in Section 13 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by in this Agreement are not consummated.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chemical Logistics Corp)

Independent Covenant. All of the covenants in this Section 13 12 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary Parent (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Parent of such covenants. It is specifically agreed that the period of two (2) three years stated at the beginning of this Section 1312, during which the agreements and covenants of each Stockholder made in this Section 13 12 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 1312. The covenants contained in Section 13 12 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become nugatory if the transactions contemplated by this Agreement are not consummated.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (Advanced Communications Group Inc/De/)

Independent Covenant. All of the covenants in this Section 13 14 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary Parent (including the Subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES Parent of such covenants. It is specifically agreed that the period of two (2) three years stated at the beginning of this Section 1314, during which the agreements and covenants of each Stockholder made in this Section 13 14 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 1314. The covenants contained in Section 13 14 shall not be affected by any breach of any other provision hereof by any party hereto and shall have be of no force and effect if the transactions contemplated by this Agreement are not consummated.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (Advanced Communications Group Inc/De/)

Independent Covenant. All of the covenants in this Section 13 12 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder the Shareholder against IES or any subsidiary the Purchaser (including the Subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES the Purchaser of such covenants. It is specifically agreed that the period of two (2) years 36 calendar months stated at the beginning of this Section 1312, during which the agreements and covenants of each Stockholder the Shareholder made in this Section 13 12 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder the Shareholder is in violation of any provision of this Section 1312. The covenants contained in Section 13 11 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect become void if the transactions contemplated by this Agreement are not consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/)

Independent Covenant. All of the covenants in this Section 13 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against IES or any subsidiary thereof, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by IES of such covenants. It is specifically agreed that the period of two (2) years stated at the beginning of this Section 13, during which the agreements and covenants of each Stockholder made in this Section 13 shall be effective, shall be computed by excluding from such computation any time during which such Stockholder is in violation of any provision of this Section 13. The covenants contained in Section 13 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummated.breach

Appears in 1 contract

Samples: Stock Purchase Agreement (Integrated Electrical Services Inc)

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