Certain Additional Covenants Clause Samples
Certain Additional Covenants. (a) If any Pledgor shall, as a result of its ownership of any of the Collateral, become entitled to receive or shall receive any Stock Certificate (including any Stock Certificate issued pursuant to a stock dividend or a distribution in connection with any reclassification or increase or reduction of capital, or any Stock Certificate issued in connection with any reorganization) or any other certificate evidencing any Collateral, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such Stock Certificate or other certificate duly executed in blank by such Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional Collateral. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Subsidiary shall be paid over to the Agent to be held as additional Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of the Pledgor or any Subsidiary or pursuant to the reorganization thereof, as applicable, the capital or property so distributed shall be delivered to the Agent to be held as additional Collateral. If any such capital or property so paid or distributed shall be received by any Pledgor, such Pledgor shall, until such capital or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of such Pledgor, as additional Collateral.
(b) The Pledgors shall not vote to enable, or take any other action to permit, any Subsidiary to issue any capital stock or other equity securities or to issue any options, rights or other securities convertible into or granting the right to purchase or exchange for any capital stock or other equity securities of any Subsidiary, except for such transactions, if any, as are permitted pursuant to Article 9 of the Purchase Agreement. Each Pledgor shall defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(c) In the event that any Pledgor shall ac...
Certain Additional Covenants. (a) Retailer and Green Dot shall respond to Bank promptly, and cooperate with Bank, in connection with the resolution of disputes with Cardholders, and in any event such that Bank will be able to comply with the rules of the Network Providers or Applicable Law.
(b) Retailer shall not assess any surcharge or other fee to Cardholders in connection with the sale or loading of a Prepaid Card.
(c) Except as may be otherwise agreed to by the Parties in writing, no Party shall communicate to any Applicant or Cardholder any terms or conditions relating to a Prepaid Card that are inconsistent with the Prepaid Card Terms.
(d) Each Party shall comply in all material respects with Applicable Law relating to the performance of its obligations under the Program.
(e) Retailer shall insure that all Affiliates of Retailer that during this Agreement operate a general merchandise or grocery retail store under the “Wal-Mart” name in one or more of the fifty (50) United States or the District of Columbia, are parties to this Agreement.
(f) Retailer shall, unless Bank shall otherwise consent in writing, promptly upon receipt, deliver to Bank copies of any communications relating to a Prepaid Card from a Cardholder, or any governmental or regulatory authority.
(g) Neither Bank nor Green Dot shall enter into or maintain any agreement or understanding between them which in any way limits the right of either such Party to issue, market, sell, or service reloadable prepaid cards or any other type of payment instrument or payment device with or through Retailer upon the expiration or termination of this Agreement for any reason; provided, however, that the foregoing shall not apply to a limitation on the rights of such a Party if this Agreement is terminated by Retailer pursuant to Sections 14.2(c), 14.2(d) or 14.3(k) as a result of either (i) such Party failing to perform its obligations under this Agreement, or (ii) such Party causing the other such Party to fail to perform its obligations under this Agreement because such Party did not perform its obligations to such other Party.
Certain Additional Covenants. AND REPRESENTATIONS OF THE MEMBERS 12.1 Noncompetition.......................................................41 12.2 Confidentiality......................................................42 12.3 Transactions Between a Member or Manager and the Company Generally...43 12.4 Publicity............................................................43
Certain Additional Covenants. Section 6.1 Resale...............................................38 Section 6.2
Certain Additional Covenants. (a) Each Party shall comply in all material respects with all laws, rules and regulations applicable to its performance under this Agreement. Without limiting the foregoing, Licensee shall conduct its marketing and sales activities under this Agreement in compliance with applicable laws, rules and regulations and prevailing pharmaceutical industry standards.
(b) Teikoku shall not grant to any Third Party any rights inconsistent with the rights and licenses granted to Licensee under this Agreement and Teikoku will (i) use Commercially Reasonable Efforts to maintain the Teikoku Patent Rights during the Term and (ii) give prompt written notice to Licensee a reasonable time in advance of any action by Teikoku to abandon, or that may adversely affect the prosecution and/or maintenance of, the Teikoku Patent Rights and provide Licensee with a reasonable opportunity to prosecute and/or maintain the affected Teikoku Patent Rights at Licensee’s sole cost and expense. If Licensee assumes the prosecution and/or maintenance thereof, such Teikoku Patent Rights shall cease to be included in the definition of Teikoku Patent Rights as set forth in Section 1.64.
(c) Teikoku shall promptly notify Licensee in writing upon becoming aware:
(i) of any actual or threatened claim, judgment or settlement against or owed by Teikoku with respect to any of the Teikoku Intellectual Property, or of any threatened claims or litigation seeking to invalidate the Teikoku Patent Rights;
(ii) of any actual or threatened investigation, inquiry, action or proceeding by any Regulatory Authority or other government agency with respect to the Current Product;
(iii) of any actual or threatened action, suit or proceeding by any Third Party which, if adversely determined, would have a material adverse effect upon the ability of Licensee to use the Teikoku Intellectual Property as licensed hereunder; or
(iv) that the manufacture, use or sale of the Current Product or the use of the Teikoku Know-How may infringe any Patent Rights or other intellectual property rights of a Third Party.
(d) Teikoku will promptly disclose to Licensee all Teikoku Developments that arise, if any. Information provided by Teikoku to Licensee with respect to such Teikoku Developments will be in reasonable detail but in no circumstance less than would be sufficient to permit an understanding of the nature of the Teikoku Developments by a practitioner reasonably skilled in the relevant technical or scientific area.
Certain Additional Covenants. (a) Seller will, and will cause the management of the Company to, upon reasonable request, meet with Purchaser during normal business hours at C&A's or the Company's principal executive offices to discuss the general status of the ongoing operations of the Company, and Seller will notify Purchaser (i) of any emergency or change in the normal conduct of the Business and (ii) of any event, occurrence, fact, condition, change or effect that constitutes a breach of any representation, warranty or covenant of C&A or Seller hereunder of which, to the Knowledge of Seller, Purchaser or Parent does not also have Knowledge (other than any of the foregoing occurring after the date hereof and not constituting a breach of Seller's or C&A's covenants in this Agreement); provided, however, that for purposes of the rights and obligations of the parties, any supplemental or amended disclosure by Seller will not be deemed to have been disclosed unless so agreed in writing by Purchaser, or to preclude Purchaser from (i) seeking a remedy in damages for losses incurred as a result of the omission of such supplemented or amended disclosure, subject to the limitations set forth in Section 5.2 or (ii) terminating this Agreement if such supplemented or amended disclosure causes or reveals the failure of any condition to Purchaser's obligation to close.
(b) Purchaser will notify Seller prior to the Closing if Purchaser obtains Knowledge of any breach of any representation, warranty or covenant of Seller or C&A hereunder of which, to the Knowledge of Purchaser, Seller or C&A does not also have Knowledge.
(c) C&A and Seller will use reasonable efforts to have ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. consent to Purchaser's use of the audited financial statements included in the Financial Statements as may be required by applicable Law in the disclosure documents relating to Purchaser's contemplated financing.
Certain Additional Covenants. At any time during which the Purchaser owns any outstanding Notes or the Warrant:
(a) Prior to entering into any Claim Proceeds Purchase Agreement with any Person whose primary place of residence or business is located in a state in which there are no Persons with which the Company had previously entered into a Claim Proceeds Purchase Agreement, the Company shall (i) consult with legal counsel (which may or may not be licensed to practice in the Applicable State) with respect to the validity and enforceability of Claim Proceeds Purchase Agreements under the Applicable Law of the Applicable State and (ii) on the basis of such legal consultations, among other factors, attempt in good faith to make a considered business judgment with respect to the advisability of entering into such Claim Proceeds Purchase Agreement.
(b) The Company shall cause to be done all things necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its business.
(c) The Company shall apply for and continue in force adequate insurance covering risks of such types and in such amounts as are customary for corporations of similar size engaged in similar lines of business.
(d) The Company shall pay and discharge, when due and payable, all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) unless the same is being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP, consistently applied) have been established on its books with respect thereto.
(e) The Company shall pay and discharge, when due and payable, all interest and principal amounts payable under the Notes and any other indebtedness of the Company (in each case before the same becomes delinquent and before penalties accrue thereon), subject to the terms and conditions of the Notes and such other indebtedness, unless the same is being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP, consistently applied) have been established on its books with respect thereto.
Certain Additional Covenants. Seller will use its reasonable best efforts to cause the independent accountants that issued the reports relating to the Offering Financial Statements to consent to Purchaser's use of the Offering Financial Statements as may be required by applicable Law in the disclosure documents relating to the financing contemplated by this Agreement or any subsequent financing involving a public offering.
Certain Additional Covenants. The Warrantors hereby jointly and severally undertake in favor of Orchid Asia as follows:
(a) after the Closing, the Group Companies shall, and the Founders shall procure that the Group Companies will, use reasonable best efforts obtain all permits and licenses necessary for the operation of the Business;
(b) the Group Companies incorporated in the PRC and their respective branches shall use their respective reasonable best efforts to include “ ” and/or “ ” in the business scope of their respective business licenses;
(c) the Warrantors shall cause each of the Persons listed in SCHEDULE 6 to be liquidated and de-registered, or all of the equity interests in each such Person to be transferred to a third party who is not an Affiliate of any Warrantor, as soon as reasonably practicable (and in any event within two (2) years) after the Series B Closing; and
(d) the Warrantors shall (i) ensure that shall, no later than December 31, 2017, repay all amounts owed by it to the Domestic Company and any other Group Company (whether due to intercompany payables, loans or otherwise) (such amounts as of the date hereof being RMB 44,042,793.23 in the aggregate), and (ii) provide written evidence of such full repayment to Orchid Asia no later than December 31, 2017. The Warrantors further agree that, in the event that any such amount is not repaid as of December 31, 2017, for purposes of determining the amount of losses suffered by Orchid Asia under Article VII in connection with such event, Orchid Asia shall be deemed to have suffered a loss equal to such unpaid amount multiplied by the shareholding percentage of Orchid Asia in the Company at such time.
Certain Additional Covenants. Section 6.1 Reasonable Best Efforts 20 Section 6.2 Intercompany Agreements; Intercompany Accounts 20 Section 6.3 Guarantee Obligations and Liens 20 Section 6.4 Insurance 21 Section 6.5 Use of Names 23 Section 7.1 Provision of Corporate Records 23 Section 7.2 Access to Information 24 Section 7.3 Production of Witnesses 25 Section 7.4 Retention of Records 26 Section 7.5 Confidentiality 26 Section 7.6 Cooperation with Respect to Government Reports and Filings 26 Section 7.7 Tax Sharing Agreement 27