Member Covenants Clause Samples

Member Covenants. Each Member, in its capacity as such, may have access to, and may be involved in, the creation of plans for creation, acquisition or disposition of products, publications and websites, expansion plans, financial status and plans, products, improvements, formulas, designs or styles, method of distribution, customer lists, product development plans, rules and regulations, personnel information and trade secrets of the Company and Invention Ideas (as defined below), all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”).

Member Covenants. Member covenants and agrees as follows:

Member Covenants. Each Member shall be responsible for such Member’s respective responsibilities pursuant to this Agreement. The Members may be retained by the Joint Venture separately to perform services for and on behalf of the Joint Venture to enable the Joint Venture to perform under the Contract. In addition, each Member specifically agrees to perform certain responsibilities, at no charge, with respect to the pre-Contract award period, as more fully set forth on EXHIBIT B attached hereto.

Member Covenants. (a) Member acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of Frontier or any Frontier Subsidiary, Frontier’s and any Frontier Subsidiary’s current and prospective services, Frontier’s and any Frontier Subsidiary’s business projections and market studies, Frontier’s and any Frontier Subsidiary’s business plans and strategies, Frontier’s and any Frontier Subsidiary’s studies and information concerning special services unique to Frontier or any Frontier Subsidiary. Member further acknowledges and agrees that this consideration, including the Merger Consideration, constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of EQBK or any subsidiary of EQBK, Member agrees that Member will not, directly or indirectly, individually or as an employee, partner, officer, director or member or in any other capacity whatsoever: i. solicit the business of any person or entity who is a customer of Frontier or any Frontier Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other insured depository institution for the purpose of providing financial services to such person or entity; ii. acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with any insured depository institution that has a location (A) in any county in which Frontier or a Frontier Subsidiary has a location, or (B) any county that is contiguous to such counties (the “Noncompete Area”) (but notwithstanding the foregoing, Member may (1) acquire an ownership interest in any publicly-traded depository institution, so long as that ownership interest does not exceed 1% of the total number of shares outstanding of that depository institution, and (2) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions); iii. from and after the Effective Time, serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area; iv. establish or operate a branch or other office of an insured depository institution within the Noncompete Area; or v. recruit, hire, assist others in recruiting...

Member Covenants. Each Member covenants and agrees with each of the other Members that he, she or it shall at all times: (a) Maintain a current address on file with the Company at the Company’s Principal Office. (b) Not subject the Member’s Units or right in the future to receive income or profits from the Company or the assets of the Company to the claims of the Member’s creditors. (c) Defend at the Member’s sole cost and expense any claim made against the Member’s Units or right in the future to receive income or profits from the Company or the assets of the Company resulting from the personal indebtedness of the Member or the claims of the Member’s creditors. (d) Give to the Company full and complete information as to correspondence, agreements, legal process or papers, or other matters that shall come into the Member’s knowledge or possession concerning the business of the Company. (e) Promptly notify the Company as to any claims asserted or threatened against the Member’s Units (including the Member’s right in the future to receive income or profits from the Company) or the assets of the Company.

Member Covenants. So long as any Rated Security remains outstanding under the Financing Documents, the Member will: (a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its other Affiliates; and (b) hold itself out as a separate and distinct entity from the Company and not identify the Company as a division of the Member.

Member Covenants. 7 Section 4.3 Independent Manager........................................................... 7

Member Covenants. (i) Except as otherwise expressly permitted in Article X of this Amended Agreement, each Member covenants and agrees with the Company and with the other Member as follows: (a) it shall not (1) withdraw, retire, resign, or assert that it has been expelled from the Company, (2) dissolve or enter into any proceeding seeking dissolution or (3) make any application for judicial dissolution of the Company; (b) it shall not do any act that would make it impossible or impracticable to carry on the Company Business; and (c) it shall not act or purport or attempt to act in the conduct of Company Business in a manner inconsistent with any Members Action or in a manner contrary to the agreements of the Members set forth in this Amended Agreement. (ii) The Manager and each Member covenants and agrees to refrain from offering, paying, returning or transferring any payment or other thing of value, directly or indirectly, to or for the benefit of any government official (including any officer or employee of a foreign government or any department, agency or instrumentality thereof and any person acting in any official capacity for or on behalf of any such government, department, agency or instrumentality), any foreign political party or official thereof, or any candidate for any foreign political office for the purpose of improperly or unlawfully influencing any official action or decision of such recipient or beneficiary or inducing any recipient or beneficiary to use his influence with a foreign government, department, agency or instrumentality thereof or any foreign political party. (iii) KECC represents and warrants that (a) as of the date of this Amended Agreement neither KECC nor any affiliate of KECC has ownership of or any license to use any Technology relating to KFx Technology, and (b) there are no licenses or other agreements to which KECC or any of its Affiliates is a party or by which any of them is bound pursuant to which any third Person claiming by or through KECC may obtain any right, title or interest in or to the KFx Technology as a consequence of the execution and delivery of this Amended Agreement or the consummation of the transactions contemplated hereby. KFx acknowledges and agrees that the Technologies described in Schedule 6.5(iii) hereto shall not be required to be transferred, licensed or otherwise made available by KECC or any KECC Affiliate to the Company and will not otherwise be subject to the terms of this Amended Agreement. In the event th...

Member Covenants. Until the earlier of the Closing or the Option Termination Date, unless Brookdale otherwise consents in writing, the Member: a. Shall preserve and maintain its legal existence, rights, franchises and privileges in the State of Ohio, and shall qualify and remain qualified in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or the ownership of its property. b. Shall at all times observe and comply with the provisions of its Articles of Organization as in effect on the date hereof. c. Shall not amend the Member's Articles of Organization or the Member Operating Agreement and shall at all times observe and comply with the provisions thereof. d. Shall not cause or permit the dissolution of the Member or the Owner. e. Shall not permit the issuance of any member's interests (or any other interests) in the Owner in addition to the Membership Interests. f. Shall continue to own the Membership Interests (which shall continue to constitute 100% of the membership interests in the Owner), free of any liens, claims or encumbrances, other than the security interest created by this Agreement and the interest of Brookdale created pursuant to the Member Operating Agreement. g. Shall not file a voluntary petition in bankruptcy and shall use its best efforts to contest any involuntary petition filed against it. h. Shall not permit or accept any distributions by the Owner or Member. i. Shall give Brookdale at least thirty (30) days' prior written notice of any change in its place of business. j. Shall not take any actions that might adversely affect Brookdale's rights under, or be inconsistent with the terms of, this Agreement.