Specified Covenant definition

Specified Covenant means Employee’s covenants and agreements contained herein and any other restrictive covenants then applicable to Employee and Employee’s duty of care and duty of loyalty to the Employer Group under applicable law.

Specified Covenant means any covenant contained in Sections 4.1, 4.4 or 4.9, or subsections (2), (3), (4), (5), (6), (12), (14) and, to the extent applicable to the foregoing subsections, (15) of Section 4.8(b) of the Reorganization Agreement.

Specified Covenant means any covenant made by Shore Bancshares and contained in Section 5 of the Plan.

Examples of Specified Covenant in a sentence

• All of the Specified Covenants shall survive the Closings until fully performed or fulfilled, unless and to the extent only that non-compliance with any such Specified Covenant is waived in writing by the Party entitled to such performance.

• It is agreed by the parties that if any portion of any Specified Covenant set forth herein is held to be invalid, unreasonable, arbitrary or against public policy, then each such Specified Covenant shall be considered divisible both as to time, geographical area and any other relevant feature.

• All of the Specified Covenants shall survive the Closing until fully performed or fulfilled, unless and to the extent only that non-compliance with any such Specified Covenant is waived in writing by the Party entitled to such performance.

• If any Specified Covenant shall be held by a court of competent jurisdiction to be invalid or unenforceable in any respect, such provision shall be carried out and enforced to the extent to which it shall be valid and enforceable, and any such invalidity and unenforceability shall not affect any other provisions of this Agreement, all of which shall be fully carried out and enforced as if such invalid or unenforceable provision had not been set forth herein.

• The Restricted Party and the Company hereby instruct any court that may find any Specified Covenant to be unenforceable because it is overbroad or in violation of public policy to modify the covenant to the minimum extent needed to permit enforcement thereof.

More Definitions of Specified Covenant

Specified Covenant means any covenant or agreement contained in the Merger Agreement.

Specified Covenant means any covenant made by Talbot Bancshares and contained in Section 5 of the Plan.

Specified Covenant means (a) any covenant applicable to the Company restricting liens, investments, indebtedness (including subsidiary indebtedness), mergers or consolidations, asset dispositions, restricted payments, or transactions with affiliates (b) any financial covenant applicable to the Company, including, but not limited to, any shareholders’ equity covenant, interest coverage covenant, fixed charge coverage covenant, minimum ratio of indebtedness to total capitalization, working capital ratio, minimum working capital requirement, debt incurrence test or any other substantially similar GAAP or cash-based financial covenant, or (c) any combination of such covenants applicable to the Company and the default provision related thereto (regardless of whether such provision is labeled or otherwise characterized as a covenant or a default).

Specified Covenant means any covenant of Parent and Merger Sub set forth in S ection 5.8 or S ection 5.9.

Specified Covenant means (with respect to the Parent and the Company (and excluding any procurement obligations or approval on the part of the Parent and the Company with respect to any other member of the Group or the Target Group)) the covenants in the Agreement relating to mergers/disposition. APPENDIX C SOLVENCY CERTIFICATE Date: [ ], [ ] This Solvency Certificate is delivered pursuant to Section [ ] of the Credit Agreement dated as of [ ], [ ] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Teva Pharmaceutical Industries Limited (the “Parent”), the Lenders party thereto from time to time, [ ], as administrative agent, and certain other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Chief Financial Officer of the Parent hereby certifies, solely in his capacity as an officer of the Parent and not individually, to the best of his knowledge, that he is of the opinion as follows:

Specified Covenant means clause 4.1 insofar as it relates to the obligation to perform the obligations set out in paragraphs 1(d) or 1(n) (to the extent related to any alleged breach of paragraph 1(d)) of schedule 11;

Specified Covenant means as defined in Section 8.8(b).