Additional Covenants and Agreements Clause Samples
The "Additional Covenants and Agreements" clause sets out further promises or obligations that the parties agree to undertake beyond those already specified in the main body of the contract. This section may include requirements such as providing certain information, maintaining insurance, or adhering to specific operational standards. By detailing these extra commitments, the clause ensures that all parties are aware of and bound by supplementary responsibilities, thereby reducing ambiguity and helping to prevent disputes over expectations.
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Additional Covenants and Agreements. (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws.
(b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement.
(c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof.
(d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor.
(e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.
Additional Covenants and Agreements. Section 5.1. Preparation of the Registration Statement, the Proxy Statements and the Schedule 13E-3;
Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding.
(b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement.
(c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the Split-Off Agreement.
Additional Covenants and Agreements. Conduct of Business of the Company.............................. 27 7.2
Additional Covenants and Agreements. Section 5.1. Preparation of the Proxy Statement and the Schedule 13E-3; Unitholders Meeting.
(a) As soon as practicable following the date of this Agreement, the Partnership and Parent shall prepare and file with the SEC the Proxy Statement and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”). The Partnership shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Common Unitholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, including by incorporation by reference, the Proxy Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either the Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common Unitholders. The Parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or the Schedule 13E-3 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and the Schedule 13E-3 or the transactions contemplated by this Agreement.
(b) The Partnership shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Sectio...
Additional Covenants and Agreements. 14 4.1 Interim Operations of the Company............................................................14 4.2
Additional Covenants and Agreements. Section 5.1
Additional Covenants and Agreements. (a) Each of Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding.
(b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement.
(c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the following:
(i) the Split-Off Agreement; and
(ii) the Agreement and Plan of Merger and Reorganization among Seller, PrivateCo, and Vesuvius Acquisition Corp., a wholly-owned subsidiary of Seller (the “Merger Agreement”), and the transactions contemplated thereby.
Additional Covenants and Agreements. The Parties hereto do hereby mutually covenant and agree as to the matters set forth in this Section 4.1 below:
Additional Covenants and Agreements. Each of the Shareholders acknowledges and agrees to the following with respect to the sale of the Techwell Shares hereunder:
(a) Shareholders have not provided adequate assurances to Full Art that any outstanding loans of Techwell whether secured by the Shareholders, South Crown Aluminum Building Systems Limited, a Hong Kong corporation, or otherwise shall not become immediately due and payable in full or in part as a result of the Closing. To the extent such loans become due and payable and Full Art and/or CAE is required to make any accelerated payments thereunder where such accelerated payments were caused by Shareholders’ failure to obtain the consent of any lender, Shareholders shall be jointly and severally liable for any and all costs incurred by Full Art and/or CAE regardless of any surety or guaranty, if any.
(b) Shareholders acknowledge that there are several bank accounts relating to Techwell and/or the Techwell Subsidiaries on which one or both Shareholders are designated as authorized signatories. Immediately after the Closing, Shareholders shall take any and all action necessary to cause persons designated by Full Art to become authorized signatories on such accounts such that any disbursements made from said accounts can only be made pursuant to instructions from the authorized signatories as designated by Full Art.
(c) Pursuant to certain Chinese transfer documents dated October 25, 2007, Techwell Shenzhen agreed to pay Shareholders individual consideration in the aggregate amount of Ten Million Hong Kong Dollars (HK$10,000,000) upon the effectiveness of the transfer of such Shareholders’ capital interests in Techwell Shenzhen. Techwell Macau has also agreed to pay ▇▇▇▇▇▇▇▇ ▇▇ consideration in the amount of Twenty-Two Thousand Five Hundred MOP (MOP$22,500) as consideration for the transfer of his capital interest in Techwell Macau. To the extent that this is not Full Art’s understanding and agreement with Shareholders as of the date hereof, Shareholders shall waive any and all rights to receive such consideration and Techwell Shenzhen and Techwell Macau, as applicable, shall have no further obligation to pay such consideration to any Shareholder as it relates to such Shareholders’ transfer of his/her interests in either of Techwell Shenzhen or Techwell Macau.
(d) Shareholders acknowledge that, notwithstanding the applicability of Macau laws regarding ownership of shares, a portion of Shareholders’ capital interests in Techwell Macau is curr...