The Covenant Sample Clauses

The Covenant. 2.1 Subject to clause 3 the Covenantors hereby severally (limited to the due proportions received by the individual Covenantor in respect of the sale of the Shares to the Purchaser) agree with the Purchaser to pay to the Purchaser an amount equal to:- 2.1.1 any liability to Taxation of the Company arising:- (a) as a result of or by reference to any Event on or before Completion; (b) by reference to any profit earned, accrued or received on or before Completion; 2.1.2 any liability to Taxation of the Company which would have been saved but for the loss, reduction, modification, setting-off or cancellation of some Relief taken into account in preparing the Completion Accounts or, prior to finalisation of the Completion Accounts, the Audited Accounts in consequence of an Event occurring on or before Completion; 2.1.3 any liability to Taxation of the Company which arises in consequence of an Event occurring on or before Completion and which would have been payable but for the utilisation or set-off of some Relief or right to repayment where the Relief or right to repayment arises in respect of an Event occurring after Completion; 2.1.4 any depletion in or reduction in value of the assets or increase in the liabilities of the Purchaser and the Company as a result of any inheritance tax which:- (a) is at Completion a charge on or gives rise to a power to sell, mortgage or charge any of the shares or assets of the Company; or (b) after Completion becomes a charge on or gives rise to a power to sell, mortgage or charge any of the shares or assets of the Company, which is a liability in respect of inheritance tax payable as a consequence of the death of any person (whenever occurring) within seven years after a transfer of value, occurring on or before Completion; (c) arises as a consequence of a transfer of value occurring on or before Completion (whether or not in conjunction with the death of any person whenever occurring) made by or to the Company. 2.2 For the avoidance of doubt, any payment made by the Company or the Purchaser to discharge or remove any power to sell, mortgage or charge shall give rise to a liability and notwithstanding any provision of this Tax Deed the Company or the Purchaser may disregard any right to pay any Taxation in instalments in discharging or removing a charge or power.
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The Covenant. An opinion of Seller's corporate and FCC Counsel, dated the Closing Date, substantially in the form set forth in Exhibit B, subject to customary qualifications and to be for the benefit of and to be relied upon by Buyer and the Senior Lenders.
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The Covenant. The Employment Agreements or, as applicable, assumptions of assigned Employment Agreements.
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The Covenant. Macronix covenants on behalf of itself and its Subsidiaries that it shall not assert Macronix NVM Patents (including, but not limited to Macronix NROM Patents) and Confidential Information disclosed to Saifun or to Saifun's Subsidiary, against Saifun or its Subsidiary for the use, design, development, manufacture, importation, sale, offering to sell, or *** Omitted pursuant to a confidential treatment request. The confidential information has been filed separately with the SEC. other disposition or activity regarding the Saifun Products. Such non-suit covenant will equally apply to other third party companies for the use, importation, sale, disposition or other utilization permissible under this Agreement with regards with the Saifun Products. The covenant in accordance with this provision will be automatically revoked if and when Macronix and such a third party is involved in mutual litigation initiated by such a third party. In other cases where Macronix believes that the covenant presents a significant commercial threat to Macronix against a harmful competitor the Parties will discuss potential courses of action and conduct good faith negotiations.
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The Covenant. A. Party of the second part—Israel (Deut. 29:10–12). The entire population of Israel is included in this covenant, including the women, child r e n and the temporary resisdents. B. Rationale for keeping this covenant: “In order that He may establish you today as His people and that He may be your God, just as He spoke to you and as He swore to your fathers, To Xxxxxxx, Xxxxx and Xxxxx.” (De ut. 29:13 ) . Notice that this covenant is tied to th e Ab r ah amic Covenant—the contract between God and Xxxxxxx. C. The extended nature of the covenant; i.e ., this is not just a covenant between God and those who are standing there before M oses but this is a covenant to spans all of Israel (Deut. 29:14–15). In v. 15, M oses mentions the party of the first part, Yehowah God. This contract is being ratified before the presence of God. X. X oses contrasts their God with those of the heathen through whose lands they have passed (Deut. 29:16–17). X. X oses makes it clear that pursuing another god is an immediate violation of this contract which will result in horrible discipline (Deut. 29:18–29). 1. Violation of this covenant is pursuing another god and thinking that they are safe and secure in this choice (vv. 18–19). 2. God pours out discipline upon that individual and the nation (vv. 20–21). 3. The land will bear horrible reminders of the discipline which God has placed upon Israel. It will be a desert area (v. 23) 4. Other nations and people will observe this land and be totally amazed at the destruction and ask why has it been so totally destroyed (vv. 22, 24). 5. They are answered that Israel chose to pursue another god, therefore, the true God, the God of Israel, Yehowah, poured cursing upon them (vv. 25–27). 6. Israel is removed from the land (v. 28) F. While out of the land under the fifth cycle of disciplin e, Israel will have the opportunity to personally examine what it was that the y did. This does not mean that each and every Jew for the p ast 2000 years has done soul-searching and realizes what has gone wrong with their lives. Israel is under a partial blindness now. Let me clarify that, because of her negative volition toward Xxxxx Xxxxxx, the natural result is a build-up of scar tissue on th e ir souls and a soul blindness results. No matter who it is, n e g ativ e volition toward the only God of the Universe, Xxxxx Xxxxxx, will result in a partial blindness. It is a blindness of choice. Because the y have rejected God, blindness has formed on the ir so...
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The Covenant. Not-to-Compete shall not (i) apply in the State of Wisconsin, (ii) apply to any direct or indirect subsidiary of a Seller which is not wholly-owned or (iii) prevent a Seller from: (1) selling, renting, installing or providing on-site treatment services with respect to Sani-pak units or other on-site treatment technologies (with the exception that for a period of six months following the Time of Closing, Seller shall not sell, rent, install or provide on- site treatment services with respect to Sani-pak units or other on-site treatment technologies to any Customer Account with which it had not engaged in active discussions regarding the provision of such services during the 12-week period ending with the day of Closing); (2) providing solid waste collection, transportation, treatment, recycling or disposal services, including, without limitation, such services with respect to medical waste which has been converted into solid waste by permitted treatment methods or permitted landfill disposal of untreated medical waste; (3) hauling and disposal of ash residue from medical waste incinerators; (4) participating in any Sharps mail-back programs pursuant to which customers would mail Sharps packaged in special containers to treatment facilities; or (5) acquiring and holding not to exceed two percent (2%) of the outstanding shares of any corporation engaged in such a competitive business if such shares are available to the general public on a national securities exchange. In addition, the Covenant-Not-to-Compete in Section 12(a)(2) shall terminate in respect of a facility identified in Section 13 upon the expiration or termination of the Purchaser's lease or sublease of the facility (other than by reason of the Purchaser's exercise of its option to purchase the facility or the Seller's leasehold interest).
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The Covenant. The Sharing Agreement.
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The Covenant. The Tenant covenants to pay Rent and all other costs and charges required to be paid by the Tenant in accordance with the terms and conditions of this Lease as herein provided, including GST at such place a s the Landlord may direct.
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Related to The Covenant

  • Compliance Covenant The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 5.09.

  • Negative Covenant Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

  • Non-Compete Covenant For a period of 2 years after the effective date of this Agreement, NC will not directly or indirectly engage in any business that competes with ARS. This covenant shall apply to the geographical area that includes North America.

  • Separate Covenants The covenants of Part IX of this Agreement shall be construed as separate covenants covering their particular subject matter. In the event that any covenant shall be found to be judicially unenforceable, said covenant shall not affect the enforceability or validity of any other part of this Agreement. Employee Initials ____

  • Non-Compete Covenants If Employee terminates his employment without cause, or if Employee's employment is terminated by Bank for cause, then for one year from the date of such termination Employee will not, without the prior written consent of Bank: 8.1.1 Undertake full or part-time work, either as an employee or as a consultant, for another financial institution if such work is to be done, in whole or in part, in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination; or 8.1.2 Hire for any financial institution or other employer (including himself) any employee of Bancorp or any of its affiliates, or directly or indirectly cause such an employee to leave his or her employment to work for another employer, if such employee is to work in or from an office or other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington, or in any other county in Oregon or Washington in which Bancorp or any of its affiliates has a place of business at the time of termination.

  • Restrictive Covenant (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

  • Executive Covenants This is an Exhibit A to, and forms a part of, an agreement with the Company relating to employment and post-employment competition (the "Presidents' Council Agreement"). This Exhibit shall not diminish in any way Executive's rights under the terms of such Presidents' Council Agreement, except that Executive's receipt of benefits under this Exhibit is contingent upon Executive's compliance in all material respects with all of the terms and conditions of the Presidents' Council Agreement.

  • Covenant The Transfer Agent and the Customer agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers' lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Customer, used or gained by the Transfer Agent or the Customer during performance under this Agreement. The Customer and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Customer and their successors and assigns. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or agent for purposes of providing services under this Agreement.

  • NEGATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

  • Non-Disclosure Covenant The Company and NewCo recognize and acknowledge that each has in the past, currently has, and in the future may possibly have, access to certain Confidential Information of APP that is valuable, special and a unique asset of such entity's business. APP acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain Confidential Information of the Company and NewCo that is valuable, special and a unique asset of each such business. The Company, NewCo and APP, severally, agree that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of APP, NewCo and the Company and (b) to counsel and other advisers to APP, NewCo and the Company provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.1, unless (i) such information becomes available to or known by the public generally through no fault of the Company, NewCo or APP, as the case may be, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii) the Company, NewCo or APP, as the case may be, shall, if possible, give prior written notice thereof to the Company, NewCo or APP and provide the Company or APP with the opportunity to contest such disclosure, (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (iv) the disclosing party is the sole and exclusive owner of such Confidential Information as a result of the Merger or otherwise. In the event of a breach or threatened breach by the Company, on the one hand, and APP, on the other hand, of the provisions of this Section, APP, NewCo and the Company shall be entitled to an injunction restraining the other party, as the case may be, from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any of such parties from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

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