Additional Continuing Covenants Sample Clauses
The "Additional Continuing Covenants" clause sets out ongoing obligations that a party must fulfill throughout the duration of an agreement. These covenants typically require the party to maintain certain standards, provide regular reports, or refrain from specific actions for as long as the contract is in effect. For example, a borrower might be required to maintain insurance or comply with laws continuously. The core function of this clause is to ensure that key responsibilities are upheld over time, thereby protecting the interests of the other party and reducing the risk of default or non-compliance.
Additional Continuing Covenants. (a) ▇▇▇▇▇▇▇ RESTRICTIONS. ▇▇▇▇▇▇▇ agrees that, until such time as the stock of ▇▇▇▇▇▇▇ owned by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Affiliates constitutes fifty percent (50%) or less of the total combined voting power of all of the outstanding stock of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (1) will not knowingly take or fail to take, or permit any ▇▇▇▇▇▇▇ Affiliate to knowingly take or fail to take, any action that could reasonably be expected to preclude Walter’s ability to effectuate a Distribution, and (2) will not issue any stock of ▇▇▇▇▇▇▇ (or any instrument that is convertible, exercisable or exchangeable into any such stock) in an acquisition or public or private offering if, immediately after such issuance, ▇▇▇▇▇▇ would, or would reasonably be expected to, not own stock of ▇▇▇▇▇▇▇ that, on a fully diluted basis, constitutes “control” (within the meaning of Section 368(c) of the Code) of ▇▇▇▇▇▇▇. In the event of a Distribution, ▇▇▇▇▇▇▇ agrees that (1) it will take, and cause each ▇▇▇▇▇▇▇ Affiliate to take, any action reasonably requested by ▇▇▇▇▇▇ in order to enable ▇▇▇▇▇▇ to effectuate a Distribution (including, without limitation, any internal restructuring necessary to satisfy the active trade or business requirement of Section 355(b) of the Code) and (2) it will not take or fail to take, or permit any ▇▇▇▇▇▇▇ Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with any written representations of an officer of ▇▇▇▇▇▇▇ pursuant to Section 4.2(e) of this Agreement with respect to any material, information, covenant or representation that relates to facts or matters related to ▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇ Affiliate, or the ▇▇▇▇▇▇▇ Business in an Officer’s Certificate, Tax Opinion, Supplemental Tax Opinion, Ruling Documents, Supplemental Ruling Documents, Ruling, or Supplemental Ruling other than as permitted by Section 4.2(c) of this Agreement. For this purpose an action is considered inconsistent with a representation if the representation states that there is no plan or intention to take such action. In the event of a Distribution, ▇▇▇▇▇▇▇ agrees that it will not take (and it will cause the ▇▇▇▇▇▇▇ Affiliates to refrain from taking) any position on a Tax Return that is inconsistent with the treatment of a Distribution as a tax-free transaction under Section 355 of the Code.
Additional Continuing Covenants. Seller's Post-Closing Access................................. 32 5.2 No Rights to Seller Intellectual Property.................... 33 5.3 Insurance; Indemnity Obligations............................. 34 5.4 WARN Act..................................................... 35 5.5
Additional Continuing Covenants. Seller and Buyer hereby agree to the following:
Additional Continuing Covenants. 7.1 Noncompetition
Additional Continuing Covenants. 36 5.1 Noncompetition................................. 36 5.2 Nondisclosure of Proprietary Data.............. 37 5.3
Additional Continuing Covenants. 6.1 Confidentiality ................................................ 21 6.2
Additional Continuing Covenants. 33 5.1 Noncompetition............................................................................. 33 5.2 Nondisclosure of Proprietary Data.......................................................... 33 5.3 Refund Claims and Warranty Claims.......................................................... 33
Additional Continuing Covenants. 7.1 Employment Matters....................................................................................... 25 7.2
Additional Continuing Covenants. 7.1 Non-competition.
Additional Continuing Covenants. 5.1 Nondisclosure of Proprietary Data 24 5.2 Tax Cooperation 24 ARTICLE VI - CONDITIONS