Xxxxx Covenants. XXXXX covenants to ONYX that:
(a) it will use Commercially Reasonable Efforts to conduct, and will cause its contractors to conduct, all preclinical and clinical studies for Products and manufacturing of Products, in each case in accordance in all material respects with (i) all applicable Laws of the country in which such clinical studies are conducted, and (ii) the known or published standards of the Regulatory Authority in such country. Neither XXXXX, nor any officer, employee or agent of XXXXX, will knowingly make an untrue statement of a material fact to any Regulatory Authority with respect to Products (whether in any submission to such Regulatory Authority or otherwise), or knowingly fail to disclose a material fact required to be disclosed to any Regulatory Authority with respect to Products;
(b) it will not knowingly employ any personnel or knowingly use a contractor or consultant that has been debarred by the FDA (or subject to a similar sanction of a Regulatory Authority), or that is subject of an FDA debarment investigation or proceeding (or similar proceeding of a Regulatory Authority);
(c) it shall use Commercially Reasonable Efforts to comply in all material respects with all applicable (i) U.S. Laws prohibiting the re-export, directly or indirectly, of certain controlled U.S.-origin items without a license to parties located in certain countries or appearing on certain U.S. Government lists of restricted parties; (ii) U.S. Laws prohibiting participation in non-U.S. boycotts that the United States does not support; and (iii) U.S. Laws prohibiting the sale of products to parties from any country subject to U.S. economic sanctions or who are identified on related U.S. Government lists of restricted parties; and
(d) as of the Effective Date to and through the expiration or termination of this Agreement, (1) it, and, to the best of its knowledge, its owners, directors, officers, employees, or any agent, representative, subcontractor or other Third Party acting for or on its behalf, shall not, directly or indirectly, offer, pay, promise to pay, or authorize such offer, promise or payment, of anything of value, to any Person for the purposes of obtaining or retaining business through any improper advantage in connection with this Agreement, or that would otherwise violate any applicable Laws, rules and regulations concerning or relating to public or commercial bribery or corruption, and (2) that its books, accounts, records and invoices related to ...
Xxxxx Covenants. Xxxxx covenants and agrees to: ---------------
(i) not participate in any merger, reorganization, acquisition, equity restructuring or other transaction that results in one or more persons acquiring in Xxxxx a 50% or greater interest, within the meaning of Section 355(e) of the Code, within two years of the Distribution Date; and
(ii) not undertake any action (or inaction) that is inconsistent with any undertaking, representation or statement made in the Letter Ruling Request or set forth in the Letter Ruling.
Xxxxx Covenants. XXXXX covenants to AMGEN that:
(a) it will conduct, and will cause its contractors to conduct, all preclinical and clinical studies for the Product and manufacturing of the Product, in accordance with (i) all U.S. Laws and the Laws of the country in which such clinical studies are conducted, and (ii) the known or published standards of the FDA and the Regulatory Authority in such country, including but not limited to good laboratory practice, good clinical practice, and current good manufacturing practices. Neither XXXXX, nor any officer, employee or agent of XXXXX, will knowingly make an untrue statement of a material fact to any Regulatory Authority with respect to the Product (whether in any submission to such Regulatory Authority or otherwise), and neither will knowingly fail to disclose a material fact required to be disclosed to any Regulatory Authority with respect to the Product;
(b) it (and its Affiliates) will use Commercially Reasonable Efforts to not employ or otherwise use in any capacity the services of any Person debarred or excluded under United States Law, including under 21 U.S.C. § 335a and 42 U.S.C. § 1320a-7(a), or any foreign equivalent thereof, including any Person that has been: (i) debarred by the FDA (or subject to a similar sanction of a Regulatory Authority), or that is subject of an FDA debarment investigation or proceeding (or similar proceeding of a Regulatory Authority), or is otherwise ineligible to participate in federal healthcare programs or federal procurement or non-procurement programs; or (ii) has been convicted of a criminal offense that falls within the scope of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended or otherwise declared ineligible;
(c) if, during any period in which AMGEN owns [***] or more of the outstanding voting shares of XXXXX, XXXXX becomes aware that any Person employed or retained by it to perform any of its obligations under, or services related to, this Agreement: (i) comes under investigation by the FDA, or a similar Regulatory Authority, (ii) is debarred, excluded, suspended, disqualified or subject to a similar sanction of a Regulatory Authority, or (iii) engages in any conduct or activity that could lead to any of the aforementioned actions or similar sanctions of a Regulatory Authority, XXXXX shall immediately notify AMGEN;
(d) it shall comply with all applicable Law, International Trade Law, Proper Conduct Practices, and Anti-Corruption Laws in connection with t...
Xxxxx Covenants. 20.1 Xxxxx shall promptly notify Ferroglobe of any circumstances which would prevent Xxxxx from fulfilling its obligations under this Agreement. 4830-1361-1238 To:Ferroglobe PLC From:[***] (the “Transferor”) and [_] (the “Transferee”) Dated:[⚫]
1. We refer to the New Equity Backstop Letter. This is an assignment agreement. This agreement (the “Agreement”) shall take effect as an assignment agreement for the purposes of the New Equity Backstop Letter. Terms defined in the New Equity Backstop Letter have the same meaning in this Agreement unless given a different meaning in this Agreement.
2. The Transferor assigns absolutely to the Transferee all the rights of the Transferor under the New Equity Backstop Letter which correspond to the Transferor’s Commitment under the New Equity Backstop Letter as specified in paragraph 5 below.
3. The Transferor is released from all the obligations of the Transferor which correspond to that portion of the Transferor’s Commitment under the New Equity Backstop Letter specified in paragraph 5 below.
4. The Transferee becomes a party and is bound by obligations equivalent to those from which the Transferor is released under paragraph 3 above.
5. The Commitment of the Transferor to be transferred by assignment, release and accession is an amount equal to US$[⚫].
6. This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
7. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
Xxxxx Covenants. Bell represents and warrants to and covenants and agrees with the Town that:
(a) all Work undertaken shall be carried out diligently, in a good and workmanlike manner, in accordance with good engineering practices, and in a manner that shall:
(i) not damage or unduly interfere with the improvements of the Town or a third party;
(ii) minimize disruption to private and public lands adjacent to the Facilities; and
(iii) minimize interference with the public’s use and enjoyment of the Facilities;
(b) after completing any Work, Xxxx shall comply with Section 7(d) and leave the Facilities in a clean, tidy and safe condition, to the reasonable satisfaction of the Town Manager’s designate, reasonable wear and tear excepted;
(c) Bell shall not suffer or permit any claims or liens to be filed or registered against the Facilities;
(d) Bell shall notify the Town of any damage to the Facilities or Improvements arising from the Work (excluding any reasonable wear and tear);
(e) The Town may place, attach, install, operate and maintain Improvements on the Facilities, and may use the Facilities for any purpose, and subject to Section 15, may allow other parties to place, attach, install, operate and maintain Improvements and use the Facilities, provided that such use, placement, attachment, installation, operations and maintenance of Improvements on the Facilities shall not interfere with Xxxx’x Equipment and operations;
(f) the Town has made no representations or warranties as to the state of repair of the Facilities, or the suitability of the Facilities for any business, activity or purpose whatsoever, and Bell hereby agrees to use the Facilities on an “as is” basis; and
(g) Bell shall, at all times, maintain the equipment in a safe condition and good state of repair.
Xxxxx Covenants. Xxxxx hereby covenants to and agrees with the Company as follows:
(a) He will cooperate, at his expense, with the Company and its auditors and counsel in connection with any claim, action, suit, investigation or other proceeding asserted or commenced by any court, governmental agency or body or other third party relating to any of the matters which comprise this Agreement or any other matters related or attributable to Xxxxx'x management of the affairs of the Company or his ownership of Common Stock; including, without limitation, making himself available during normal business hours to meet with and respond to questions of representatives of the Company and others, including, without limitation, the Company's auditors and counsel; and preserving and making available to the Company and its counsel copies of all personal correspondence, memoranda, files, agreements or other documents (whether in written or electronic form) in his possession or control which in any way relate to his management of the Company's affairs, the performance of his duties and the ownership of his shares of Common Stock, and, in connection therewith, Xxxxx hereby waives any right to assert the attorney-client privilege, as to any Company attorneys, in respect of any such correspondence, memoranda, files, agreements or other documents to the extent any such correspondence, memoranda, files, agreements or other documents will assist the Company in the defense of any such claim, action, suit, investigation or other proceeding.
(b) Prior to communicating orally, in writing or by electronic means, to other shareholders, investment bankers, brokers, finders, investment advisors, representatives of financial institutions or other financial intermediaries, members of the press or other public media, or any other third parties (other than family members and legal advisors) concerning any matter relating to this Agreement, the Company and its affairs and its management, he will consult with the Chairman of Board or the Chief Executive Officer of the Company, and, until the sale of HealthZone or the Spin-Off is consummated, with the Board of Directors of HealthZone concerning any matter relating to HealthZone and its affairs and management unless required so to communicate by subpoena or other legal order; provided that Xxxxx shall comply with all applicable securities laws, rules and regulations in connection with all such communications and shall promptly notify the Company and the Board of ...
Xxxxx Covenants. 1. This Agreement has been concluded for an indefinite period of time and shall come into force on the date of execution hereof by both parties.
2. This Agreement may be terminated by an agreement between both parties. It may also be withdrawn from on writing by either of the parties. The notice period shall be 30 days and shall commence on the first day of the month following the month in which the notice of termination was delivered to the other party to the address stated in the heading of this Agreement. This Agreement may be rescinded pursuant to the general provisions of the Commercial Code.
3. For the purposes of this Agreement, a registered consignment of a party intended for the other party addressed to such party's registered office stated in the heading of this Agreement or, in the event of a change of the registered office, to the address announced to the other party shall be considered as delivered on the third day of the period when the uncollected consignment is deposited at the post office.
4. The parties have agreed that his Agreement and the relationships resulting herefrom shall be governed by the provisions of Act No. 513/1991, Coll., the Commercial Code, as amended.
5. This Agreement has been executed in two counterparts with the validity of an original, of which each party shall receive one counterpart.
6. In the event that the parties when performing this Agreement are in contact with the other party's personal data, they undertake to act in compliance with applicable legal regulations, in particular with Act No. 101/2000, Coll., on Personal Data Protection, as amended.
Xxxxx Covenants. 117 18.1 XXXX'x Further Covenants . . . . . . . . . 117 18.2 Conditions . . . .. . . . . . . . . . . . . 118
Xxxxx Covenants. While employed by the Company pursuant to this -------------------- Agreement, Xx. Xxxx agrees to perform faithfully and competently the duties of Chairman of the Board of Directors, President and Chief Executive Officer of the Company, and such other duties as may be requested by the Board of Directors, which duties shall be commensurate generally with his duties as of the 92 date of this Agreement, and to perform such services as typically are performed by persons holding such positions in comparable companies. Xx. Xxxx agrees to devote his full time and all of his attention and skill faithfully, diligently, and loyalty to the proper performance of his duties hereunder. Xx. Xxxx agrees to comply with all applicable laws and regulations materially affecting his position of which he is aware and to follow all lawful directions of the Company's Board of Directors. During the term of this Agreement, Xx. Xxxx agrees not to serve in any capacity with another company, partnership, or organization, or to retain any fees, income, profit, or compensation therefrom, if such activities would violate any conflict-of-interest policy adopted by the Company or if such company, partnership, or organization is a competitor of the Company in any of its operations.
Xxxxx Covenants. Xxxxx agrees and acknowledges that, to ensure that the Company retains its value and goodwill, Xxxxx must not use any Confidential Information (as defined below), special knowledge of the Business, or the relationships of the Company or the Company Affiliates with their respective customers, all of which Xxxxx will continue to gain access to through Xxxxx’x employment with the Company, other than in the furtherance of Xxxxx’x legitimate job duties. Accordingly, Xxxxx agrees to the following restrictive covenants.
