Ongoing Covenants. Executive acknowledges that nothing in this Agreement shall limit or otherwise impact Executive’s continuing obligations of confidentiality to the Company in accordance with Company policy and applicable law, or any applicable Company policies or agreements between the Company and Executive with respect to non-competition or non-solicitation, and Executive covenants and agrees to abide by all such continuing obligations.
Ongoing Covenants. Any net proceeds of a Permitted Transfer of Contracts into a Permitted Facility received by Borrowers from time to time shall (i) in the case of a Warehouse Facility, first be promptly applied to reduce the existing indebtedness under this Agreement, or (ii) in the case of a Securitization, first be promptly applied to reduce the existing indebtedness under any related Warehouse Facility, to the extent such net proceeds were received as a result of assets being transferred from a Warehouse Facility substantially concurrently with the receipt of such net proceeds, and second any remaining net proceeds shall be promptly applied to reduce the existing indebtedness under this Agreement. Borrowers shall not amend or modify any Permitted Facility in a manner that would contravene any terms, covenants or provisions of this Agreement or in any manner which would cause such Securitization or Warehouse Facility to no longer be permitted under Section 8.18(a), unless acceptable to Agent in its sole but reasonable discretion.
Ongoing Covenants. Employee acknowledges that the Company has a legitimate interest in (i) maintaining the confidentiality of the Company’s confidential information and (ii) restraining Employee from competing against the Company and its Affiliates during and for a reasonable time after Employee’s employment by the Company or its Affiliate. Employee agrees to the restrictions in subsection 4.A: (i) in consideration of the benefits described in this agreement and the Company’s providing Employee with confidential information, and (ii) in order to enforce Employee’s agreement to maintain the confidentiality of the Company’s confidential information.
Ongoing Covenants. From the Effective Date until the expiration of the Term: (a) Neither Ambit nor its Affiliates shall enter into any agreement with any Third Party, whether written or oral, with respect to, or otherwise assign, transfer, license, or convey its right, title or interest in or to, the Ambit Technology, Ambit’s interest in and to any Program Technology, Regulatory Materials, Regulatory Approvals or any Licensed Compound or Product, in each case, that is in conflict with the rights thereunder granted by Ambit to Astellas under this Agreement or that would prevent Ambit from performing its obligations under this Agreement; and (b) Ambit shall not grant any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance or imposition with respect to the Ambit Technology, Ambit’s interest in and to any Program Technology, Regulatory Materials, Regulatory Approvals or any Licensed Compound or Product that would prevent it from performing its obligations under this Agreement.
Ongoing Covenants. You agree to comply with the Non-Solicitation, Non-Disparagement and Proprietary Information covenants set forth in Sections 8(d), 8(e), 8(f) and 7 of your Employment Agreement and you acknowledge that in accordance with Section 7 of your Employment Agreement, you will return all Proprietary Information to the Company by no later than the Separation Date; provided, however, that you shall be entitled to retain, and use appropriately (e.g., not in connection with violating obligations owed by you to the Company in accordance with this Paragraph 10 or otherwise) any documents and information relating to your personal entitlements or obligations and your personal rolodex (including electronic equivalents).
Ongoing Covenants. Any termination under this Section 12 will be without prejudice to the rights and remedies of either party with respect to any provisions or covenants arising out of breaches committed prior to such termination.
Ongoing Covenants. Executive acknowledges that nothing in this Agreement shall limit or otherwise impact Executive’s continuing obligations of confidentiality to the Company in accordance with Company policy and applicable law, or any applicable Company policies or agreements between the Company and Executive with respect to non-competition or non-solicitation, including but not limited to those included in Sections 4, 5 and 6 of the Amended and Restated Employment Agreement, which are incorporated into this Agreement by reference (collectively, the “Continuing Obligations”). For the avoidance of doubt, Executive specifically covenants and agrees he is bound by and will abide by all such Continuing Obligations. For purposes of Section 5 of the Amended and Restated Employment Agreement as well as for purposes of this Agreement, the term “Listed Company” or “Listed Companies” means and includes, as of the date of this Agreement, the following ten (10) companies: Builders FirstSource, Inc.; 84 Lumber Company; HD Supply, Inc.; US LBM Holdings, LLC; Xxxxxx Lumber Company; XxXxx Corporation d/b/a XxXxx’x Building Supply; Beacon Roofing Supply, Inc.; ABC Supply Co., Inc.; Western Pacific Building Materials Inc.; and American Construction Source LLC. For the avoidance of doubt, the restrictions set forth in Section 5 of the Amended and Restated Employment Agreement shall terminate effective as of March 11, 2020.
Ongoing Covenants. Executive acknowledges that nothing in this Agreement shall limit or otherwise impact Executive's continuing obligations of confidentiality to the Company in accordance with Company policy and applicable law, or any applicable Company policies or agreements between the Company and Executive with respect to non-competition or non-solicitation, including but not limited to those included in Sections 4, 5 and 6 of the Amended and Restated Employment Agreement, which, for the avoidance of doubt, are incorporated into this Agreement by reference (collectively, the "Continuing Obligations"). For the further avoidance of doubt, Executive specifically covenants and agrees she is bound by and will abide by all such Continuing Obligations. For purposes of Section 5 of the Amended and Restated Employment Agreement as well as for purposes of this Agreement, the term "Listed Company" or "Listed Companies" means and includes, as of the date of this Agreement, the ten (10) companies identified in the 11/7/2019 Letter Amendment. And, for the further avoidance of doubt, the restrictions set forth in Section 5 of the Amended and Restated Employment Agreement shall terminate effective as of December 31, 2020.
Ongoing Covenants. During the Option Period and, if Trivista timely exercises the Option pursuant to the terms hereof prior to the expiration of the Option Period, until the Option Closing:
(i) TVOC shall continue to operate the Option Assets in the normal course of business and maintain the Option Assets in all material respects in the same condition as of the Effective Date; and (ii) without first obtaining the prior written consent of the Option Buyer, TVOC shall not, and TVOC shall cause its Affiliates not to, (x) make, or agree to make, any assignment, transfer, conveyance of, or cause any lien or security interest to exist on, any of the Option Assets, (y) take any action which would reduce the value of the Option Assets in any material respect, or (z) take any other action that could adversely affect or otherwise negatively impact the ability of TVOC to convey to Option Buyer, as and when required pursuant to this Agreement and the Assignment, such title to the Option Assets that is no less than that which is owned by TVOC as of the Effective Date.
Ongoing Covenants. Employee acknowledges that nothing in this Agreement shall limit or otherwise impact Employee’s continuing obligations of confidentiality to the Company in accordance with Company policy and applicable law, or any applicable Company policies or agreements between the Company and Employee with respect to confidentiality, and with respect to Proprietary Information, non-competition, non-interference and non-solicitation as set forth and described in Section 3 and Section 14 herein, and Employee covenants and agrees to abide by all such continuing obligations. Employee hereby agrees that, if and when requested to do so by the Company, he will make himself reasonably available to, and will cooperate in all reasonable respects with, the Company, its officers and directors, and their respective counsel in connection with any litigation, proceeding, or investigation relating to the Company; it being understood that such cooperation shall take into account and accommodate the Employee’s then-applicable business and professional commitments. Upon written request accompanied by appropriate documentation and confirmation to the Company’s reasonable satisfaction that the requested services were performed, the Company agrees to reimburse Employee for any reasonable out-of-pocket expenses incurred by Employee in connection with any actions taken by Employee pursuant to this Section and to pay Employee a consulting fee in the amount of $150 per hour for his time incurred in performing requested services.
