Special Covenant. 1. Each of Party B, Party C and Party D undertakes that all equity of Party E held by it shall remain bound by this Agreement regardless of any change of the percent of its shareholding in Party E, and that the terms of this Agreement shall apply to all equity of Party E then held by it.
Special Covenant. Each Pledgor undertakes that all terms and conditions of this Agreement shall remain legally binding upon the Pledgor regardless of any and all changes that may occur to the Pledgor’s percent of equity holding in Sogou Information, and that the terms and conditions of this Agreement shall also apply to all equity of Sogou Information then held by the Pledgor.
Special Covenant. Each Pledgor undertakes that all terms and conditions of this Agreement shall remain legally binding upon the Pledgor regardless of any and all changes that may occur to the Pledgor’s percent of equity holding in Tianjin Jinhu, and that the terms and conditions of this Agreement shall also apply to all equity of Tianjin Jinhu then held by the Pledgor.
Special Covenant. Notwithstanding anything in this Agreement or any other Loan Document to contrary, but subject to any applicable provisions that may require $18,000,000 of Excess Availability as a condition to the Borrower being permitted to take any particular action, Borrower agrees that if after giving effect to any Advance hereunder Excess Availability would be less than $9,000,000 it will not distribute or transfer proceeds of such Advance to the Parent or to any Consolidated Subsidiary of the Parent other than a Domestic Consolidated Subsidiary of Borrower unless the following two conditions are met: (1) such transfer or distribution is made in the ordinary course of business of Parent and the Consolidated Subsidiaries, including Borrower, and (2) Borrower has made adequate provision, in the reasonable opinion of Agent, for payment of the operating expenses of Borrower’s business.
Special Covenant. Each of the Stockholders agrees that, effective upon consummation of the Merger, (i) the Company shall be released from any obligation it may have to provide medical and dental coverage to the Stockholders and their families and (ii) such Stockholder will indemnify the Parent, the Sub and the Company from any and all claims by such Stockholder or any member of his family with respect to the medical and dental coverage referred to above.
Special Covenant. The Executive acknowledges and agrees that (i) the Executive will begin employment with the Company on the terms herein on or prior to Axxxx 00, 0000, (xx) the Company has incurred significant costs in terms of time and resources to negotiate and reach agreement with the Executive on the terms of this Agreement, (iii) the Executive shall not negotiate a new employment arrangement with Prior Employer, nor negotiate or accept an offer of employment with another party, during the period between the Effective Date and the Commencement Date, and (iv) the Company shall be entitled to pursue legal action for damages against the Executive in the event of a breach or threatened breach of this covenant.
Special Covenant. In the event that an action or inaction of the Agent may be directed by the Required Banks and such required percentage is not obtained due to disagreement by the Banks, the Bank or the Banks objecting to the action taken or not taken, as the case may be, by the Agent due to the absence of direction of the Required Banks may, but shall not be required to, purchase the other Bank's or the Banks' rights and obligations under this Agreement and the other Loan Documents (including, without limitation, their Advance(s)) at par value. In such event, the selling Bank or the Banks shall be obligated to sell its Advance(s) to the other Bank or the Banks and comply with the provisions of Section 12.5 hereof upon the full payment by the other Bank or the Banks at par value.
Special Covenant. 40 Section 12.16. Arbitration........................................... 40 EXHIBITS A. Form of Notes B. Form of Advance Request Form C. Form of Limited Guaranty by Tech-Sym Corporation D. Form of Guaranty by GeoScience Corporation E. Form of Assignment and Acceptance F. Real Property Description AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of December 6, 1996 (this "Agreement"), is among SYNTRON, INC., a Delaware corporation (the "Borrower"), each of the banks or other lending institutions which is or which may from time to time become a signatory hereto or any successor or assignee thereof (individually, a "Bank" and, collectively, the "Banks"), and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, a national banking axxxxxation, as agent for itself and the other Banks (in such capacity, together with its successors in such capacity, the "Agent").
Special Covenant. In the event that, subsequent to the execution of the Support Agreement, the Transaction is not concluded by June 30, 2010 due to (a) the Borrower’s failure to make the “Offer” (as such term is defined in the Support Agreement) pursuant to Section 2.1 of the Support Agreement or (b) the Borrower’s failure to close the Transaction in accordance with the Support Agreement (hereinafter collectively referred to as a “Borrower Breach”), the Borrower and the Lender acknowledge and agree that the proceeds of the Loan, less any amounts for Transaction Expenses, must remain in the account of the Borrower and no repayment may be made to the Lender hereunder until:
(a) all Transaction Expenses have been paid, and
(b) any claims directly resulting from the Borrower Breach (a “Borrower Breach Claim”) have been settled, any judgment for damages pursuant to a Borrower Breach Claim has been paid, or the Target has granted a full discharge to the Borrower in connection with any Borrower Breach Claim, it being understood that the payment of any amounts reasonably necessary to settle such Borrower Breach Claim or to compensate the Target under such circumstances shall be deemed to constitute an “Approved Purpose” and default in repayment under such circumstance shall be deemed to constitute an Event of Default.
Special Covenant. Under this Agreement, the Member Locality has committed to 380 deliver or cause to be delivered to the Authority all of its Municipal Solid Waste, which in 381 accordance with the definition set forth above consists of all Solid Waste the collection of which 382 is controlled by the Member Locality. In light of this commitment and the corresponding 383 obligations of the Authority hereunder, and the impact on the other SPSA Members of the 384 Member Locality’s failure to fulfill such commitment, the Member Locality agrees that for so 385 long as this Agreement remains in effect the Member Locality shall not relinquish control of the 386 collection of residential Solid Waste. 387 ARTICLE VI 388
