RECIPIENT COVENANTS Sample Clauses

RECIPIENT COVENANTS. Recipient hereby covenants:
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RECIPIENT COVENANTS. As consideration for the Deal Incentive Award to be granted or paid pursuant to this Agreement, without prior written consent of ING or Newco: (i) Recipient will keep confidential and will not disclose (except to the extent required by an order of a court having competent jurisdiction or under subpoena or its equivalent from an appropriate government agency) to any person (other than to Recipient’s spouse, attorney and financial advisor, provided each agrees to be bound by the confidentiality provisions contained in this paragraph (i)), the existence or terms of this Agreement; (ii) Recipient will not (except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency) disclose to any third person, whether during or subsequent to Recipient’s Employment (as defined below), any trade secrets, including but not limited to customer lists, product development and related information, marketing plans and related information, sales plans and related information, premium or other pricing information, operating policies and manuals, research, methodologies, contractual forms, business plans, financial records, or other financial, commercial, business or technical information related to ING, ING US, Newco or any subsidiary or affiliate thereof, unless such information has been previously disclosed to the public by ING, ING US, Newco or any subsidiary or affiliate thereof or has become public knowledge other than by a breach of this Agreement; provided, however, that this limitation shall not apply to any such disclosure made while Recipient is employed by ING US, Newco or any subsidiary or affiliate thereof if such disclosure occurred in connection with the performance of Recipient’s job as an employee of ING US, Newco or any subsidiary or affiliate thereof, and provided, further, that should any information subject to this covenant be deemed by a court of competent jurisdiction not to be a “trade secret”, this covenant shall have no effect with respect to such information after the third anniversary of Recipient’s termination of Employment; (iii) Recipient will not, during and for a period of 12 months following Recipient’s termination of Employment, directly or indirectly induce or attempt to induce any employee or Insurance Agent (as defined below) of ING US, Newco or any subsidiary or affiliate, to be employed by or to perform services for any entity that competes with ING US, Newco or any s...
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RECIPIENT COVENANTS. The Recipient will: (a) prudently perform the Work, ensure that the Work is completed on time in accordance with the Budget and to a high standard of quality and in accordance with the terms and conditions of this Agreement, and take all reasonable steps necessary to ensure that the results of the Work are for the benefit of the provincial forestry sector generally; (b) not make any material alterations to the scope of the Work, the Project Proposal, the principal personnel as outlined in the Project Proposal or the Budget without the prior written consent of FII; (c) use its best efforts and act prudently at all times to ensure that the FII Project Funding is used in a cost- effective manner applied directly against the Eligible Costs in accordance with the terms and conditions of this Agreement; (d) provide or otherwise obtain the Third-Party Project Funding; (e) not apply funds from one Budget Item as detailed in Schedule 2 (Project Proposal, Budget and Reporting) (such as travel) to another Budget Item (such as catering) without receiving FII’s prior written approval to do so; (f) maintain proper progress, personnel and financial records regarding the Work, the Project Proposal, the Budget (including at Budget Item level) and the receipt and use of the Accountable Advances, the Third- Party Project Funding and any Additional Outside Funding, which records will include, without limitation: (i) actual expenditures at the Budget Item level in accordance with Schedule 2 (Project Proposal, Budget and Reporting); (ii) (ii) the Work Files, and all revenues generated from and spent in respect of the Work, the Project Proposal and the Budget; (iii) (iii) a clear separation of the receipt and amount of the Accountable Advances, the Third-Party Project Funding and any Additional Outside Funding; (iv) (iv) the details of the use and spending of the Accountable Advances, the Third-Party Project Funding and any Additional Outside Funding; and (g) where staffs of the Recipient are claiming time as part of the Work; retain auditable records of time spent for each staff member on a project-by-project basis; (h) retain, in a safe and accessible location, all records of whatever nature or kind relating to the Work for a period of five (5) years; (I) provide all information as and when requested by FII for the purpose of allowing FII to evaluate the Work and the Recipient’s (or any Subcontractor’s) progress in completing the Work, and to allow FII (or its representatives)...
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RECIPIENT COVENANTS. Recipient covenants and agrees, and will direct its Representatives: (a) to strictly maintain the confidentiality of the Confidential Information and the Recipient Notes on the terms of this Agreement; (b) to only use the Confidential Information in connection with the Proposed Project, and not disclose the Confidential Information to anyone, other than to those of its Representatives to whom it is necessary to disclose such information in connection with the Proposed Project, or to assist the Recipient with the Proposed Project, as the case may be. The Recipient must ensure that each of its Representatives is aware, prior to such disclosure, of the obligations under this Agreement and adheres to such obligations as if it, he or she were a party as a “Recipient” to this Agreement. The Recipient agrees to maintain a list of the persons to whom Confidential Information and Recipient Notes have been disclosed by it and to provide an up to date copy of that list to the Provider at any time upon the Provider’s simple request. (c) to procure that each of its Representatives strictly observes all of the Recipient’s obligations under this Agreement as if those obligations were imposed on such Representative; (d) to take all such steps and do all such things as may be necessary to maintain and safeguard the confidentiality of the Confidential Information and the Recipient Notes; (e) not to use or allow the use by its Representatives, for any purpose, of any portion of the Confidential Information or the Recipient Notes except for the Specified Purpose; (f) to only make, and procure that its Representatives only make, such copies of any Confidential Information as are reasonably necessary for the Specified Purpose; (g) to keep the Confidential Information and any copies thereof secure and in such a way so as to prevent unauthorised access by any third party, and shall otherwise comply with applicable data protection Law, including by taking such security measures against unauthorised or unlawful processing or actual loss or destruction of, or damage to, personal data as may be required under applicable Law; and (h) not to, directly or indirectly, share the Confidential Information with or enter into any agreement, arrangement or understanding, or any discussions that would reasonably be expected to lead to such an agreement, arrangement or understanding, with any other person, including other potential bidders and equity or debt financing sources (other than your Re...
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RECIPIENT COVENANTS. Recipient covenants that it is authorized to enter into this Services Agreement.
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RECIPIENT COVENANTS. In order to induce Foundation to enter into this Agreement, and to award the aforementioned Funding, Recipient covenants as follows: (a) Foundation will be granted usage of the Mini Pitch for one (1) day per year over the first five (5) years following its completion, including, without limitation, for Special Events (as defined below) that are organized by Foundation. Foundation will provide Recipient with at least forty- five (45) days written notice to schedule such usage for dates and times mutually agreed upon with the Recipient, and Recipient will not unreasonably withhold play space time for such usage. For purposes of this Agreement, “Special Events” shall be defined as tournaments, clinics, events, training sessions, media functions and any other similar event the Foundation so determines. (b) Upon completion, the Mini Pitch will be maintained in accordance with Vendor’s recommendations for user safety. Recipient acknowledges and agrees that it will be responsible for the maintenance and safety of the Mini Pitch following its completion. (c) Recipient presently owns, or is currently tenant to an appropriate long-term lease of, the property on which the Mini Pitch will be built. (d) Prior to commencing installation of the Mini Pitch, Recipient will obtain, or shall assist (where necessary) in obtaining, all permits, authorizations, and consents from third parties, including governmental entities, necessary for the installation of the Mini Pitch. In addition, Foundation acknowledges and agrees that the Mini Pitch, upon delivery to the City, shall become the property of City, free and clear of all liens and encumbrances, subject to the terms of this Agreement.
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RECIPIENT COVENANTS 
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Related to RECIPIENT COVENANTS

  • Joint Covenants Buyer and Seller hereby covenant and agree as follows:

  • Parent Covenants Except as otherwise provided below, during the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article 9, Parent covenants and agrees with the Company as follows:

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

  • Independent Covenants This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

  • Equipment Covenants With respect to the Equipment: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, at any time or times as Agent may request after the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall use commercially reasonable efforts to keep the Equipment in good order, repair and running (ordinary wear and tear excepted); (c) Borrowers and Guarantors shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of Borrowers and Guarantors in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) Borrowers and Guarantors assume all responsibility and liability arising from the use of the Equipment.

  • Specific Covenants The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII; or

  • 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):

  • Mutual Covenants Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreement.

  • Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

  • Tenant Covenants The Tenant covenants during the Term and for such further time as the Tenant occupies any part of the Premises:

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