Xxxxxx Covenants Sample Clauses

Xxxxxx Covenants. Xxxxxx covenants and agrees that it will not, prior to the date that is one year and one day after the payment in full of all amounts owing pursuant to the Indenture, institute against any Issuer Group Member, or join any other Person in instituting against any Issuer Group Member, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of any applicable jurisdiction. This Section 4.02 shall survive the termination of this Agreement.

Xxxxxx Covenants. 15.1 For as long as SB Motel Corp. or any other direct or indirect wholly owned subsidiary of Salomon Brothers Holding Company Inc (as the case may be, "SBMC") owns any of the Shares, Xxxxxx shall provide at least 30 days' prior written notice to Salomon Brothers Inc (at the address for Sellers set forth herein) of any equity offering of Xxxxxx ("Equitv Offering") and an opportunity to make the first offer to underwrite such offering. Provided that Salomon Brothers Inc shall submit a written proposal to Xxxxxx with respect to such underwriting within 20 days after written notice from Xxxxxx that it proposes to have such Equity Offering, and provided further that, after reviewing whether Salomon Brothers Inc's proposal has terms, pricing, a fee structure and any other pertinent business terms substantially similar in Xxxxxx'x judgment to those available from an alternative underwriter, Xxxxxx shall give due consideration to Salomon Brothers Inc's proposal but, subject to the remaining provisions of this Section 15.1, shall have the sole and absolute discretion to determine whether or not to choose Salomon Brothers Inc as the principal underwriter. Notwithstanding the foregoing, if Xxxxxx after giving such due consideration wishes to accept an offer from an alternative underwriter (the "Alternative Underwriter") in connection with any Equity Offering, Xxxxxx shall provide at least five (5) Business Days' prior written notice (the "Right of First Refusal Period") of same to Salomon Brothers Inc (at the address for Sellers set forth herein). Provided that within the Right of First Refusal Period Salomon Brothers Inc shall submit a written proposal to Xxxxxx with respect to such underwriting which is substantially similar to the terms, pricing, fee structure and any other pertinent business terms of the offer of the Alternative Underwriter (the "Matching Offer"), Xxxxxx shall accept the Matching Offer of Salomon Brothers Inc to be the principal underwriter. If Salomon Brothers Inc does not provide Xxxxxx with a Matching Offer during the Right of First Refusal Period, Xxxxxx shall be entitled to enter into an underwriting commitment with the Alternative Underwriter within thirty (30) days after the expiration of the Right of First Refusal Period, provided that the underwriting commitment entered into with the Alternative Underwriter is no more favorable to the Alternative Underwriter (in its terms, pricing, fee structure and any other pertinent business terms wh...

Xxxxxx Covenants. (a) Xxxxxx covenants and agrees that during the Term, on its behalf and on behalf of each of its permitted sublicensees, to: (i) take no action or omit to take any action which would result in derogation of the Product Patents in any existing or future litigation or interference with any Third Parties or future oppositions to foreign patents of any Third Parties; *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (ii) abide by all of the applicable terms and conditions of the Triangle License Agreements which apply to it in its capacity as a sublicensee pursuant to Section 2.3 of this Agreement; and (iii) process all communications with any Triangle Licensor through a Triangle representative to be identified by Triangle after the Effective Date, except for those communications specifically contemplated herein. (b) Xxxxxx hereby covenants and agrees to the extent that there is a conflict between the Triangle-Xxxxxx Alliance Agreements and the applicable Triangle License Agreement, the terms and provisions of the Triangle License Agreement shall control. (c) To the extent that Xxxxxx incurs out-of-pocket costs in connection with its obligation(s) to abide by the applicable terms of the Triangle License Agreements, which costs are not otherwise included in Xxxxxx SG&A and which do not result from Xxxxxx'x performance of its other obligations or exercise of its rights identified elsewhere in this Agreement or reasonably ancillary thereto, such costs shall be included in Xxxxxx SG&A in the appropriate territory; provided, that if either Party determines or believes that such a cost may be incurred, such Party shall provide reasonable advance notice, to the extent possible, to the other and the Parties shall meet at a mutually agreed time and place to discuss the obligations leading to such costs.

Xxxxxx Covenants xXxxxx hereby agrees to, after Closing: (i) obtain and maintain errors and omissions professional liability insurance for a 10 year period commencing on closing of the Share Purchase Tranaction with “Full Retroactive Coverage” and with Autopro listed as an insured former firm; and (ii) cause Fulcrum, in connection with the purchase of Subject Autopro Shares by it from any Current Autopro Securityholder, if and as requested by such Current Autopro Securityholder, jointly elect with the Current Autopro Securityholder pursuant to the provisions of subsection 85(1) of the Income Tax Act (and, if applicable, the corresponding provisions of any provincial or territorial tax legislation) in the form prescribed for such purposes and within the time limits set out therefor in subsection 85(6) of the Income Tax Act, and in that election shall agree to such amount in respect of the Current Autopro Securityholder’s Subject Autopro Shares (that are within the limits set out in subsection 85(1) of the Income Tax Act) as the Current Autopro Securityholder specifies, provided that Fulcrum’s sole obligation pursuant to this section shall be to sign the requisite election forms and all ancillary documentation without amendment in the form submitted to Fulcrum by the Current Autopro Securityholder and return such election forms and ancillary documents to the Current Autopro Securityholder within 30 days after receipt thereof from the Current Autopro Securityholder.

Xxxxxx Covenants. Xxxxxx agrees and acknowledges that, to ensure that the Company retains its value and goodwill, Xxxxxx 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 Xxxxxx will continue to gain access to through Xxxxxx’x employment with the Company, other than in the furtherance of Xxxxxx’x legitimate job duties. Accordingly, Xxxxxx agrees to the following restrictive covenants.

Xxxxxx Covenants. 8 9. RTPA...............................................................8 10. Announcements.....................................................8 11. Assignment........................................................9 12.

Xxxxxx Covenants. Xxxxxx covenants to each member of the CSG Group that: (a) it will use its reasonable best efforts to obtain the necessary shareholder approval and regulatory consents from the Exchange in connection with the Unit Issuance to the members of the CSG Group on such conditions as are prescribed by the rules, regulations and listings policies of the Exchange, provided such conditions are also acceptable to the members of the CSG Group, acting reasonably; (b) as and from the Effective Date and for a period of at least 2 years thereafter: (i) it will continue to comply with the rules and regulations of the Exchange; and (ii) it will use reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) and not in default of the requirements of the Securities.

Xxxxxx Covenants. The Glazers, jointly and severally, hereby covenant and agree as follows:

Xxxxxx Covenants. Xxxxxx agrees and acknowledges that to ensure that the Company retains its value and goodwill, he has a continuing obligation to 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 and employees, all of which Xxxxxx will continue to gain access to through Xxxxxx’x employment with the Company, other than in the furtherance of Xxxxxx’x legitimate job duties. Accordingly, Xxxxxx agrees that he has a continuing obligation from his 2019 Agreement to the following restrictive covenants.

Xxxxxx Covenants. 1. The LESSOR warrants that the LESSEE shall have peaceful and quiet possession and enjoyment of the Leased Premises throughout the term of this Contract. The LESSOR represents further that it has the sole, full and unrestricted right over the Leased Premises without any lien, charges or encumbrances on or against the ownership of the Leased Premises. 2. In the event that the LESSEE is deprived of or interrupted in its peaceful and quiet possession and enjoyment of the Leased Premises, the LESSEE without prejudice to the other remedies available under the law, shall have the right to claim reimbursement from the LESSOR of any unused amount paid by the LESSEE under this Contract as well as other expenses incremental to the Lease Agreement.