RA Covenants Sample Clauses

RA Covenants. (i) Neither RA nor any of its Affiliates will (A) [***] (B) [***] or (C) [***] will not violate this restriction [***]. For clarity, this Section 5.6(b) will not prevent [***].
Sample 1
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RA Covenants. (i) Neither RA nor any of its Affiliates will (A) [***] (B) [***] or (C) [***] will not violate this restriction [***]. For clarity, this Section 5.6(b) will not prevent [***]. (ii) Excluding RA Permitted Products, in the event that RA or any of its Affiliates (A) commences designing, developing marketing, selling or distributing, or engages a third party to design, develop, market, sell or distribute a product that would reasonably be expected to compete with the PTC Products, or (B) acquires a product that would reasonably be expected to directly compete with the PTC Products based on product scope and functionality, RA will promptly provide written and reasonably detailed notice of such (a “RA Competition Notice” and, together with the PTC Competition Notice, each a “Competition Notice”) to PTC. (c)
Sample 1
RA Covenants. (i) Neither RA nor any of its Affiliates will (A) [***] (B) [***] or (C) [***] will not violate this restriction [***]. For clarity, this Section 5.8(b) will not prevent [***]. (ii) Excluding RA Permitted Products, in the event that RA or any of its Affiliates (A) commences designing, developing marketing, selling or distributing, or engages a third party to design, develop, market, sell or distribute a product that would reasonably be expected to compete with the PTC Products, or (B) acquires a product that would reasonably be expected to directly compete with the PTC Products based on product scope and functionality, RA will promptly provide written and reasonably detailed notice of such (a “RA Competition Notice” and, together with the PTC Competition Notice, each a “Competition Notice”) to PTC. (iii) RA and its Affiliates may not sell [***] products in those circumstances in which RA and its Affiliates have actual knowledge that the prospective customers will purchase such products for use in [***]. RA and its Affiliates acknowledge that PTC may reject any orders for such products and/or services that [***]. RA and its Affiliates' marketing, sales, or distribution of any offerings of [***] will not be a violation of Section 5.8(b). 14
Sample 1

Related to RA Covenants

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • 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:

  • Continuing Covenants The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA.

  • Joint Covenants Buyer and Seller hereby covenant and agree that between the date hereof and Closing:

  • Nonpetition Covenants (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Seller shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

  • Information Covenants The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

  • Buyer Covenants Buyer covenants and agrees with Seller as follows:

  • Tax Covenants (a) Contributor and the Operating Partnership shall provide each other with such cooperation and information relating to any of the Contributed Interests, the Contributed Entities, the Subsidiary Entities, the Property Entities or the Properties as the parties reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, (iii) conducting or defending any proceeding in respect of taxes, or (iv) performing tax diligence, including with respect to the impact of this transaction on the REIT’s tax status as a REIT. Such reasonable cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Operating Partnership shall promptly notify Contributor upon receipt by the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the income, properties or operations of any of the Contributed Entities, the Subsidiary Entities, the Property Entities or their subsidiaries or with respect to any Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of the Operating Partnership or any of its affiliates, in each case, which may affect the liabilities for taxes of Contributor with respect to any tax period ending before or as a result of the Closing. Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any Property. Each of the Operating Partnership and Contributor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, that Contributor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Contributor has acknowledged liability (except as a partner of the Operating Partnership) for the payment of any additional tax liability, and the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither the Operating Partnership nor Contributor may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its affiliates (other than on Contributor or any of its affiliates as a partner of the Operating Partnership) without the consent of the other party, such consent not to be unreasonably withheld. Contributor and the Operating Partnership shall retain all Tax Returns, schedules and work papers with respect to the Contributed Entities, the Property Entities, the Subsidiary Entities, and the Properties, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Tax Returns and other documents relate and until the final determination of any tax in respect of such years.

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