Covenants Contract Clauses (4,152)

Covenants. (a) Disclosure of Transactions and Other Material Information. The Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement in the form required by the Exchange Act and attaching the form of this Agreement (including all attachments, the "8-K Filing"). (b) Section 3(a)(9). The Company represents that the exchange of the Preferred Stock for the Exchange Shares is being made in reliance upon the exemption from registration... provided by Section 3(a)(9) of the Securities Act and agrees not to take any position contrary to this Section 3(b). For the purposes of Rule 144 of the Securities Act, the Company acknowledges that the holding period of the Exchange Shares may be tacked onto the holding period of the Preferred Stock and the Company agrees not to take a position contrary to this Section 3(b). The Company shall issue the Exchange Shares representing the originally Preferred Stock without any restrictions on transfer and without any restrictive legend. The Company shall issue the Exchange Shares representing the interest on the originally Preferred Stock only with a restrictive legend. View More

Covenants. This Lease shall be construed as though Landlord's covenants contained herein are independent and not dependent and Tenant hereby waives the benefit of any statute to the contrary. All provisions of this Lease to be observed or performed by Tenant are both covenants and conditions.

Covenants. 8.1Confidentiality. 8.2Non-solicitation. 8.3Full time; Non competition. 8.4Company Policies. 8.5Intellectual Property. 8.7Specific Performance.

Covenants. So long as any principal or interest is due hereunder and shall remain unpaid, the Borrower will, unless the Lender shall otherwise consent in writing: (a) Maintain and preserve its existence, rights and privileges; (b) Not (i) directly or indirectly sell, lease or otherwise dispose of (A) any of its property or assets other than in its ordinary course of business or (B) substantially all of its properties and assets, in the aggregate, to any person(s), whether in one transaction or in a series ...of transactions over any period of time, (ii) merge into or with or consolidate with any other person or (iii) adopt any plan or arrangement for the dissolution or liquidation of the Borrower; (c) Give written notice to Lender upon the occurrence of an Event of Default (as defined below) or any event but for the giving of notice or lapse of time, or both, would constitute an Event of Default within five (5) Business Days of such event; (d) Comply in all material respects with all applicable laws (whether federal, state or local and whether statutory. administrative or judicial or other) and with every applicable lawful governmental order (whether administrative or judicial); (e) Maintain disclosure of Current Public Information as that term is defined in Rule 144(c) of the Securities Act; and (f) Not take any action which would impair the rights and privileges of this Note set forth herein or the rights and privileges of the holder of this Note. View More

Covenants. You acknowledge and agree to the following: (a) Return of Property. You have returned to Company and have not retained any Company files, documents or property, or any copies thereof in any form or media, including any cell phones, computer, keys and key cards. (b) Covenants Agreement. You will abide by your Employee Confidentiality, Assignment and Noncompetition Agreement, which is expressly incorporated by reference herein and will remain in full force and effect, provided however that because... your employment was terminated without cause, your non-competition obligation will not apply, and you will not be eligible for garden leave pay in support of such non-competition obligation related to same. Without limiting the foregoing, you will not disclose any Company trade secrets or confidential and proprietary information, and will abide by all common law and statutory obligations relating to protection and non-disclosure of Company's trade secrets and confidential and proprietary information. (c) Confidentiality. All information relating to the terms of this Agreement will be held confidential by you and will not be publicized or disclosed: (i) to any person, other than an immediate family member, legal counsel or financial advisor who agrees to be bound by these confidentiality obligations; (ii) to any business entity; or (iii) to any government agency, except as mandated or permitted by state or federal law or requested by the DUA in connection with any application for unemployment insurance benefits you might file; provided that nothing in this Section 7 will restrict you from making any disclosures mandated by state or federal law, from providing information to a Government Agency (described below) if requested by the agency to do so, or from participating in an investigation with a Government Agency if requested by the agency to do so. 2 (d) Non-Disparagement. You will not make any statements that are professionally or personally disparaging about Company or its officers, directors or managers, in any verbal or written form, or in any media or communication platform, including any statements that disparage any product, service, finances, capability or any other aspect of Company; provided that nothing in this Section 7 will restrict you from making any disclosures mandated by state or federal law, from providing information to a Government Agency (described below) if requested by the agency to do so, from participating in an investigation with a Government Agency if requested by the agency to do so, or in the performance of your duties as a Director of the Company. (e) Material Breach. You acknowledge and agree that the provisions of this Section 7 are material provisions of this Agreement and represent important consideration for Company's agreement to enter into this Agreement and to provide you with the Severance Benefit. Accordingly, you further acknowledge and agree that a breach of any of the provisions of this Section 7 will constitute a material breach of this Agreement and, in addition to any other legal or equitable remedy available to Company, will entitle Company to terminate the provision of Severance Benefits and to recover any Severance Benefits already provided to you hereunder. View More

Covenants. 5.1 Legal Existence. The Borrower shall at all times preserve and maintain its: (i) existence and good standing in the jurisdiction of its organization; and (ii) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary, and shall at all times continue as a going concern in the business which the Borrower is presently conducting. 5.2 Notice of Default. The Borrower shall, promptly, but not more than one (1) Busines...s Day after the commencement thereof, give notice to the Holder in writing of the occurrence of any "Event of Default" or of any event which, with the lapse of time, the giving of notice or both, would constitute an Event of Default hereunder. View More

Covenants. Pledgor covenants and agrees with Lender that from and after the effectiveness of this Agreement until the full payment and performance of Pledgor under all of the Notes: 3 a. Further Assurances. At any time and from time to time, upon the written request of Lender, Pledgor will promptly execute and deliver any and all such further instruments and documents as Lender may reasonably deem necessary to obtain the full benefits and security of this Agreement, including, without limitation, executing... and filing such financing or continuation statements, securities account control agreements or amendments thereto, as may be necessary or desirable or that Lender may reasonably request in order to perfect, preserve and enforce the security interest created hereby. b. Limitation on Liens on Pledged Equity Interest. Pledgor will not create, permit or suffer to exist, and will defend the Pledged Equity Interest against and take such other action as is necessary to remove, any Lien on the Pledged Equity Interest, except the Lien granted pursuant to this Agreement, and will defend the right, title and interest of Lender in and to Pledgor's rights under the Pledged Equity Interest against the claims and demands of all third parties whomsoever. Pledgor shall not cause or permit any amendment to any provision of any purchase agreements with the Company or the operating agreement or other governing documents of the Company that would impair or otherwise negatively affect the Pledged Equity Interest or Lender without the prior written consent of Lender. c. Limitations on Disposition. Pledgor will not, without Lender's consent, sell, assign, exchange, lease, transfer, pledge or otherwise dispose of, or grant any option or other rights with respect to, the Pledged Equity Interest or any portion thereof for an amount that is less than would be necessary to repay all outstanding Notes in full. d. Possession of Pledged Equity Interest Collateral. Pledgor shall deliver any and all additional certificates or other indicia of ownership of the Pledged Equity Interest, if any, to Lender within three business days after receipt by Pledgor and, upon Lender's request, shall execute all pledge agreements, security agreements, stock powers, financing statements and all other documents that Lender deems necessary or advisable to grant Lender a valid, perfected first priority security interest in such Pledged Equity Interest. e. No Debts. Pledgor shall not permit or cause the Company to guaranty or become obligated for the debts of any other entity or person or hold itself out to be responsible for the debts of another entity or person, nor shall it cause or permit the Company to incur any indebtedness whatsoever, whether secured or unsecured, without Lender's prior written consent. View More

Covenants. In addition to the obligations to which the Executive agreed by executing the Proprietary Agreement, Executive understands and agrees that during the term of Executive's employment with the Company, and for the greater of (i) the duration of any payments to Executive of severance benefits pursuant to Section 4 of this Agreement or (ii) one (1) year after the termination of Executive's employment with the Company, Executive will not do any of the following: 8.1 Compete. Without the Company's prio...r written consent, Executive will not directly or indirectly be employed or involved with any business developing or exploiting any products or services that are competitive with products or services (i) being commercially developed or exploited by the Company during Executive's employment and (ii) on which Executive worked or about which Executive learned proprietary information or trade secrets of the Company during Executive's employment with the Company. 8.2 Solicit Business. Solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct his, her or its purchase of the Company's products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. 8.3 Solicit Personnel. Solicit or influence or attempt to influence any of the Company's employees, consultants or other service providers to terminate or otherwise cease his, her or its employment, consulting or service relationships with the Company or to become an employee, consultant or service provider of any competitor of the Company. View More

Covenants. a. In the event of a sale, merger, consolidation, reorganization or similar transaction or series of transactions as a result of which the stockholders of Borrower immediately prior to such transaction or series of transactions hold less than a majority of the equity entitled to vote in the election of directors of Borrower (a "Change of Control") or an Initial Public Offering (an "IPO"), Lender may at any time thereafter, with or without notice to the Borrower, terminate its commitment hereunde...r, and declare the Promissory Note, together with accrued interest thereon and any other amounts payable hereunder to be, and the Promissory Note and all such amounts shall become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrower; b. So long as this Loan Agreement shall remain in effect, Borrower shall not, without the consent of Lender, consolidate or merge with or into any other person or convey, transfer or lease all or substantially all of its assets to any person or entity; and 2 c. So long as this Loan Agreement shall remain in effect, the Borrower shall not mortgage, lease or allow any liens upon its properties except liens which have not matured (including any which Borrower is contesting in good faith by adequate proceedings). View More

Covenants. a. Releases. Effective as of the Effective Time, each Party, on behalf of itself and its Affiliates, hereby unconditionally and irrevocably and forever releases and discharges the other Parties and their respective Affiliates, and their respective successors and assigns, and any present or former directors, managers, officers, employees or agents of such Party (each, a "Released Party"), of and from, and hereby unconditionally and irrevocably waives, any and all Claims, debts and liabilities of ...any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, at Law or in equity that such Party (or any of its Affiliates) ever had, now has or ever may have or claim to have against any Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever, in each instance, arising prior to the Effective Time and related to the Company, the Company's assets or the transactions contemplated by this Agreement, other than Claims (if any) related to (i) a breach by any Party of either (A) its respective representations, warranties or covenants contained herein or (B) the terms of the Operative Documents (as defined in the Settlement Agreement) and/or (ii) any claims by any Party or its Affiliates with respect to matters relating to assets lying outside the AMI Area (as defined in the Settlement Agreement). 5 b. Records. As soon as reasonably practicable (and in no event later than five days following Closing), Seller shall provide to Purchaser electronic copies of the files (including lease files, land files, wells files, division order files, abstracts, title files, engineering and/or production files), records (including corporate minute books and records and Tax and accounting records), data and maps of Company (collectively, the "Records") that are in the possession of Seller or any of its Affiliates and that were not provided to Seller or any of its Affiliates by Company or its Affiliates. c. Rights of Ownership of Membership Interests. From and after the Closing, Purchaser shall be entitled to all of the rights of ownership attributable to the Membership Interests (including the right to all production, proceeds of production and other proceeds) prior to, on or after the Effective Time. If Seller (or any of its Affiliates) receives monies belonging to Company, including proceeds of production, then such amount shall, within five Business Days after the end of the month in which such amounts were received, be paid over to the proper party. View More