Covenants of Itp Clause Samples

The "Covenants of ITP" clause sets out the specific promises and ongoing obligations that the party identified as ITP must fulfill under the agreement. These covenants typically include requirements such as maintaining certain standards, performing specific actions, or refraining from particular activities throughout the contract term. For example, ITP may be required to comply with applicable laws, maintain insurance, or provide regular reports. The core function of this clause is to clearly define ITP's responsibilities, ensuring accountability and reducing the risk of misunderstandings or breaches during the contractual relationship.
Covenants of Itp. 20 11. Covenants of Centennial and IAC.............................. 22 12. Conditions to Obligations of Centennial and IAC.............. 23 13. Conditions to Obligations of ITP and the Shareholders........
View Source
Covenants of Itp. From the date herein to the Closing Date, ITP covenants and agrees: (a) To conduct diligently its operations in the ordinary course of its business and in material compliance with applicable law; and not to change any of its operational, marketing, pricing or purchasing policies. (b) To maintain, and to cause to be maintained, all insurance in force in the name of ITP at the time of the signing of this Agreement on all of its assets and its business opera tions, a descriptive list of which is contained in Schedule 6(s). (c) To preserve its operations intact, and to maintain good business relations with its clients, customers, suppliers and others having business or professional dealings with it. (d) To pay when due (or within any extension of time permitted by applicable law) all taxes, charges, salaries, costs and expenses incurred by it in its said activities, accruing through Closing and payable prior to the Closing Date. (e) Not to enter into any contract, commitment, sales commitment, transaction or transactions, other than those in the ordinary course of its business, involving or requiring the payment of a total of more than $10,000 as to each individual contract or $100,000 in the aggregate, without the prior written approval of Centennial in each case. (f) Not to increase the salary, compensation or fringe benefits of any of its employees, without the prior written approval of Centennial. (g) Not to make any change in its Articles of Organization or Bylaws, or its authorized or issued shares; nor declare, pay or make any dividend or other distribution or payment in respect of its corporate shares nor redeem or repurchase any such shares; nor issue or sell any shares of its Common Stock. (h) Not to make any change affecting the bank accounts, credit, borrowing or safe deposit arrangements referred to in this Agreement; nor sell, mortgage, encumber or dispose of any of its property except as permitted under the provisions of this Agreement or sales to customers in the ordinary course of ITP's business. (i) To maintain its books and records in accordance with the accounting methods historically used by ITP, such that said books and records will fairly and correctly reflect its income, expenses, assets and liabilities. (j) Not to incur any obligation or liability (absolute or contingent) except current obligations and liabilities incurred in the ordinary course of business and as permitted pursuant to this Agreement. (k) Not to make any investments ot...
View Source
Covenants of Itp 
View SourceView Similar (4)

Related to Covenants of Itp

  • COVENANTS OF ICANN ICANN covenants and agrees with Registry Operator as follows:

  • COVENANTS OF DEBTOR (a) Debtor Agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to pay all costs and expenses, including reasonable attorneys' fees, incurred by Bank in the perfection and preservation of the Collateral or Bank's interest therein and/or the realization, enforcement and exercise of Bank's rights, powers and remedies hereunder; (iv) to permit Bank to exercise its powers; (v) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; and (vi) not to change its chief place of business (or personal residence, if applicable) or the places where Debtor keeps any of the Collateral or Debtor's records concerning the Collateral and Proceeds without first giving Bank written notice of the address to which Debtor is moving same. (b) Debtor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in writing: (i) not to permit any security interest in or lien on the Collateral or Proceeds, except in favor of Bank and except liens in favor of Intermediary to the extent expressly permitted by Bank in writing; (ii) not to hypothecate or permit the transfer by operation of law of any of the Collateral or Proceeds or any interest therein; (iii) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (iv) if requested by Bank, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (v) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (vi) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (vii) if the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank's interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreement. Debtor further agrees that any party now or at any time hereafter authorized by Debtor to advise or otherwise act with respect to the Securities Account shall be subject to all terms and conditions contained herein and in any control, custodial or other similar agreement at any time in effect among Bank, Debtor and Intermediary relating to the Collateral.

  • Covenants of Issuer In addition to its other agreements and covenants herein, Issuer agrees:

  • Covenants of Party B Party B hereby covenants as follows: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; 2.2.6 To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; 2.2.7 Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8 Party B hereby waives its right of first of refusal to transfer of equity interest by any other shareholder of Party C to Party A (if any), and gives consent to execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney and undertakes not to take any action in conflict with such documents executed by the other shareholders; 2.2.9 Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation, or any proceeds from transferring its entire or a part of equity interest in Party C, to Party A or any other person designated by Party A to the extent permitted under applicable PRC laws; and 2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Party B’s Equity Interest Pledge Agreement or under the Party B’s Power of Attorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.