Covenants by the Parties Clause Samples

Covenants by the Parties. 1. The Employee's Employment Agreement, dated January 30, 1998, and Change in Control Employment Agreement, dated February 19, 1990, will terminate as of the Effective Date. Except as specifically provided elsewhere in this Agreement, no further payments or other form of remuneration under the Employment Agreement and Change in Control Employment Agreement are due after the Effective Date. 2. The Employer agrees to pay the Employee a monthly salary of $15,318.00, payable in semi-monthly installments, through January 31, 2000. Thereafter, Employer shall pay Employee a monthly salary of $1,000.00 through June 30, 2000. 3. The Board of Directors and the Nominating, Compensation and Governance Committee, by approving this Agreement, hereby grant the Employee the right to exercise those Stock Options that are exercisable as of the Effective Date, for the lesser of three months or the balance of such Stock Option's term. The Employer further agrees that the exercise date for the 8,500 unexercisable options granted August 5, 1997 and the 11,390 unexercisable options granted August 5, 1998 be accelerated to the Effective Date and the accelerated options will be cashed out pursuant to Section 5(k) of the Brig▇▇ & Stra▇▇▇▇ ▇▇▇poration Stock Incentive Plan. Other than as provided above, no further payments or other form of remuneration under the Brig▇▇ ▇▇▇ck Incentive Plan are due after the Effective Date. 4. By August 20, 2000 and pursuant to the terms of Brig▇▇ & Stratton's Economic Value Added Incentive Compensation Plan ("EVA Plan"), the Employee will receive the EVA bonus earned for his employment during fiscal 2000 and the entire balance of the Bonus Bank, less any amount required by law to be withheld for income or employment taxes, in complete payment of all monies earned under the EVA Plan. The Employee agrees that the Employee's participation in the EVA Plan will terminate as of the Effective Date and no further form of remuneration or payments beyond the covenants or obligations of this Termination Agreement are due employee. 5. Employee and Employer agree that as of January 31, 2000, employee will terminate further vesting under both the Brig▇▇ & Stra▇▇▇▇ ▇▇▇poration Retirement Plan (Qualified Plan) and the Supplemental Retirement Plan (the "Supplemental Plan"). Any accrued benefit in such plans shall be transferred to MTI's qualified retirement plan after such plan is established. Employee shall be entitled to the pension benefit under MTI's retirement p...
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Covenants by the Parties. Each Party covenants with each of the other Parties as follows: (a) to do, to the extent of its Participating Interest, all things on its part necessary to ensure that: (1) the Work Obligation is diligently observed and performed; (2) the Permit is kept in good standing and the Joint Property in a safe and operable condition; (3) the Permit and all other titles necessary for the Joint Operations hereunder are duly renewed or extended unless the Parties shall unanimously agree otherwise; (b) to be just and faithful to each other Party in all things relating to this Agreement; and (c) not to engage (either alone or in association with others) in any activity in relation to the Area or the Joint Property except as authorised by this Agreement. (d) that it has full right power and authority to enter into this Agreement and to engage in Joint Operations (e) that it has obtained all requisite consents and approvals to enter into this Agreement (f) to attend diligently to the conduct of all Joint Operations in which the Party is involved (g) to pay punctually its separate debts and to indemnify the other Parties and the Joint Property against the same and all expenses on account thereof. (h) to account promptly for all moneys, cheques and negotiable instruments received by it for (i) and on behalf of the other Parties; (i) to afford, when called upon to do so, all reasonable assistance in the conduct of Joint Operations for the mutual advantage of all Parties 106 (j) to observe and perform its obligations, express and implied, under this Agreement the Licence and the Act; and
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Covenants by the Parties. 7.1 The Parties hereto agree that each of them shall observe and/or perform the following covenants and conditions until the termination of the agreement. (a) The Board shall co-opt as a director of the Company the Purchaser nominee; (b) The Company shall form a management committee nominated by the Purchaser in consultation with Mr. RJ and such management committee shall be incharge of day to day management of the Company. (c) The Vendors and the Existing Directors shall at the cost of the Company provide and request the Company's auditors and cause the employees to provide support and assistance upto 31st March, 2001 to the Company or as may be reasonably requested by the Purchaser for the management of the Company and conduct of affairs of the Company including for the development of the business. (d) The Purchaser shall not do any act of commission or omission in respect to the business of the Company which in the opinion of Mr. ▇ ▇ will adversely affect any traffic or value of any of the websites, namely ▇▇▇▇▇▇▇▇.▇▇▇ , ▇▇▇▇.▇▇▇ and ▇▇▇▇.▇▇▇. (e) The Vendors and the Existing Directors shall exercise all rights as shareholders and directors consistent with the provisions of this Agreement and shall not do any act of commission or omission which will in any manner adversely affect the implementation of this Agreement and vesting of the rights in the Purchaser. (f) Each of the Vendors and the Existing Directors hereby undertakes to renew and/or replace from time to time any transfer deed the validity of which shall have expired and shall execute a power of attorney in favour of the Escrow Agent to renew and/or replace the transfer deeds required to be renewed or replaced as aforesaid. (g) The Purchaser through the Management Committee appointed for the purpose as mentioned in Clause (b) above, shall be free to undertake the business of the Company in the manner the Purchaser considers advantageous and beneficial to the Company and for achieving growth and development of the business. However, the Purchaser shall not, without the written consent of Mr. ▇.▇ make any commitment involving any financial outlay exceeding Rs. 50 lakhs and further that in the event of Mr. ▇.▇ being of the opinion that such commitment is not necessary to be incurred in the interest of the Company's business and the Purchaser is not agreeable with that view, the Purchaser may nevertheless incur such expenditure subject to the conditions that in the event of the Completion not takin...
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Covenants by the Parties. 1.1 The Contractor will supply the University with suitable Temporary Personnel whose antecedents have been duly verified and found suitable by the Contractor to carry out work, for the University of such nature, as the University will notify to the Contractor when placing its order for Temporary Personnel on daily wage basis. The Contractor while supplying such Temporary Personnel shall furnish and “Undertaking” to the effect that the antecedents of such temporary Personnel has been duly verified and found suitable by him/her. 1.2 The Contractor will provide to the University the Bio-data with photograph of the Temporary Personnel at the time of deployment to the University, and also submit a Character Certificate form Class- I Gazetted Officer or First Class Magistrate in respect of each such Temporary Personnel. 1.3 The Contractor will pay each Temporary Personnel the minimum wages as notified from time to time and subsequently submit the ▇▇▇▇ for the amount so disbursed for reimbursement by the University to which the Contractor is entitled by the reason of rendering services to the University. 1.4 The Contractor shall abide by the laws of the land including various Labour Laws, the Companies Act, 1956, Tax deduction liabilities, Welfare and Safety measure of the Temporary Personnel including Registrations the Provident Fund Offices. Employees State Insurance Corporation, Sales Tax, Municipal registrations, etc. that enjoin in such cases and are not essentially enumerated and defined herein, though any such onus shall be the exclusive responsibility of the Contractor, and it shall not involve the University in any way what-so-ever. The University will reimburse the statutory EPS/ESI authorities as employer’s contributions, on receipt of proof of deposit in respect of EPF/ESI. The Challan to be submitted should exclusively pertain to the Temporary Personnel provided to the University only. 1.5 The Contractor will deposit Rs.20,000/- (Rupees Twenty Thousand Only) as Security Deposit and no interest will be paid for the Security Deposit. The Security Deposit will be paid through a Demand Draft in favour of ▇▇▇▇▇▇ ▇▇▇▇▇▇ National Open University drawn on a Nationalized Bank payable at _ Siliguri . This Security Deposit shall be refundable within 30 days from the date of Final Settlement of Accounts between the parties when the term of this Agreement or the Renewal Agreement (if any) comes to an end. 1.6 The contractor will comply with all the Central, Stat...
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Covenants by the Parties. Article 1. ▇▇▇ covenants that it has all the necessary powers under the laws of Mongolia to enter into this Contract on behalf of the Government of Mongolia. Article 2. Storm Cat covenants that it has agreed to conduct an Exploration Program within the Contract Area and shall exercise all reasonable skill and care in the performance of the Services under this Contract. Article 3. Storm Cat covenants that it is a limited liability company under the laws of the Province of British Columbia, Canada, with its Name & Registered Office as follows: Article 4. Storm Cat covenants that its status is active. Article 5. Storm Cat covenants that its legal details are as follows: Article 6. Storm Cat covenants that, in order to fulfil this Contract and all other petroleum operations under the Nemegt-VI and Borzon-VII PSC (Noyon Project), it has already established and registered a branch in Mongolia bearing the legal name of Storm Cat Energy Mongolia (hereinafter referred to as “SCEM”). Article 7. Storm Cat covenants that SCEM has been registered with the Foreign Investment and Foreign Trade Agency of Mongolia (FIFTA) in the legal form of a 100% foreign owned branch under the Foreign Investment Law of Mongolia. Article 8. Storm Cat covenants that SCEM shall assume all the rights, duties and obligations of this Contract.
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Covenants by the Parties 
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Related to Covenants by the Parties

  • Modification by the Parties The Parties may by mutual agreement amend the Appendices to this Agreement, by a written instrument duly executed by all three of the Parties. Such an amendment shall become effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations.

  • Covenants of the Parties The parties hereto agree that:

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Indemnification by the Parent The Parent shall indemnify the Purchaser and its Affiliates against, and agree to hold each of them harmless from, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Cap.