Additional Covenants and Agreements of the Parties Clause Samples
The "Additional Covenants and Agreements of the Parties" clause sets out further promises, obligations, or undertakings that each party agrees to fulfill beyond the main terms of the contract. These may include requirements such as providing certain information, maintaining insurance, or refraining from specific actions during the contract period. By detailing these supplementary commitments, the clause ensures that both parties are clear on their ongoing responsibilities, thereby reducing the risk of misunderstandings or disputes during the execution of the agreement.
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Additional Covenants and Agreements of the Parties. 6.1 IMPLEMENTATION TEAM. The Parties will form a team (the "Implementation Team") to oversee the activities contemplated by this Agreement. The Implementation Team will be comprised of three (3) members from each Party. Each Party will appoint a member representing each of manufacturing, marketing/sales and regulatory. Either Party may change its representative(s) on the Implementation Team at any time by providing prior written notice to the other Party. Unless otherwise agreed to by the Parties, after the Closing Date, the Implementation Team will meet (in person or by telephone or video conference) at least one (1) time each Calendar Quarter upon no less than thirty (30) days prior written notice from one Party to the other to discuss any matters arising out of a Party's performance (or non- performance) of its obligations under this Agreement. The Implementation Team will initially be responsible for creating detailed operational plans for the transition contemplated by this Agreement; provided, however, that the activities contemplated by the foregoing will not take place until after the Closing Date to the extent doing so would be in violation of Applicable Law. The detailed operational plans will include a time line and clear understanding of roles and responsibilities contemplated by this Agreement. The Implementation Team will also have responsibility for coordinating effective communication of progress and issues that arise between the Parties. Special meetings of the Implementation Team may be called by either Party upon no less than thirty (30) days' prior written notice to the other Party, which notice must be accompanied by a written agenda of items to be discussed at such special meeting.
Additional Covenants and Agreements of the Parties. 6.1. Conduct of the Business of the Company. Except as expressly contemplated by this Agreement or as set forth in the Company Disclosure Schedule, during the period from the date of this Agreement to the Effective Time: (i) the Company will, and will cause each of its Subsidiaries to, conduct its business only in, and the Company will not take, and will cause each of its Subsidiaries not to take, any action except in, the ordinary course consistent with past practice, (ii) the Company will not, and the Company will cause each of its Subsidiaries not to, enter into any material transaction other than in the ordinary course of business consistent with past practice, and (iii) to the extent consistent with the foregoing, with no less diligence and effort than would be applied in the absence of this Agreement, the Company will, and will cause each of its Subsidiaries to, preserve intact its current business organizations and reputation, keep available the service of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it with the objective that their goodwill and ongoing businesses shall be unimpaired at the Effective Time and comply in all material respects with all Laws and Orders of all Governmental Bodies or regulatory authorities applicable to it. Without limiting the generality of the foregoing and except as otherwise expressly permitted in this Agreement, prior to the Effective Time, the Company will not and will not permit any of its Subsidiaries to, without the prior written consent of the Purchaser (except to the extent set forth in the Company Disclosure Schedule):
(a) except for (i) 490,000 shares of Company Common Stock reserved for issuance upon exercise of Company Options outstanding as of the date hereof or issuable pursuant to additional Company Options which may be granted after the date hereof but prior to the Effective Time, and (ii) 93,324 shares of Company Common Stock reserved for issuance pursuant to warrants, issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, delivery, sale, disposition or pledge or other encumbrance of (A) any additional shares of its capital stock of any class (including the Shares), or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, options, calls, commitments or any other agreem...
Additional Covenants and Agreements of the Parties. 4.1. Resale of Securities
(a) The Investor covenants that it will not sell or otherwise transfer any Shares, except pursuant to an effective registration under the Securities Act of 1933, as amended (the "Securities Act"), or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder.
(b) The Company and the Investor will enter into a Registration Rights and Shareholder Agreement, substantially in the form of Exhibit B.
Additional Covenants and Agreements of the Parties. 85 5.1 Registration Statement; Joint Proxy Statement/Prospectus ....................................85 5.2 Merger Partner Stockholders’ Meeting .....................................................................86
Additional Covenants and Agreements of the Parties. 7.1 No liability shall result from delay in performance in whole or in part hereunder by the occurrence of a contingency, the nonoccurrence of which is basic assumption on which this Agreement is made, including, but not limited to, acts of God, fire, flood, accident, riot, war, sabotage, strike, labor trouble, supply shortage or embargo. If any such circumstances affect only a part of Nastech's capacity tp perform, quantities affected by this section may, at the option of either party, be eliminated from the Agreement without liability, but the Agreement shall remain otherwise unaffected. A party shall be excused from performance under this Agreement to the extent that and for so long as such performance is substantially hindered or prevented by causes beyond its reasonable control; provided, however, that this Section shall not be construed to excuse performance unless prompt written notice of such inability tom ▇▇▇form is given to the other party.
7.2 Tzamal and Nastech shall jointly develop written procedures and define responsibilities for (i) the reporting of adverse drug experiences, (ii) the administration and analysis of and response to complaints concerning the Product, and (v) the development of training materials related to the Product. Tzamal and Nastech shall each comply with the provisions of such written procedures.
7.3 Tzamal and Nastech shall each comply with all laws and regulations applicable to manufacturing, marketing and selling the Product in the Territory and the performance of their respective obligations hereunder. Nastech and Tzamal each shall keep all records and reports required to be kept by applicable laws and regulations, and each shall make its facilities available at reasonable times during business hours for inspection by representatives of governmental agencies. Nastech and Tzamal each shall notify the other within twenty-four (24) hours of receipt of any notice or any other indication whatsoever of any governmental agency inspection, investigation or other inquiry, or other material notice or communication of any type, involving the Product. Tzamal and Nastech shall cooperate with each other during any such inspection, investigation or other inquiry including, but not limited to, allowing upon request a representative of the other to be present during the applicable portions of any such inspection, investigation or other inquiry and providing copies of all relevant documents.
7.4 If either party shall become engaged in...
Additional Covenants and Agreements of the Parties. 15 4.1 Filing with Securities and Exchange Commission.......................................... 15 4.2
Additional Covenants and Agreements of the Parties. The Company, CVCA and ▇▇▇▇▇▇ covenant and agree as follows:
Additional Covenants and Agreements of the Parties. In consideration of the covenants and agreements made by the other parties to this Settlement Agreement, North Carolina covenants and agrees to modify the amended modified color variance granted to Champion on December 11, 1996, and to revise NPDES Permit No. ▇▇▇▇▇▇▇▇▇ issued to Champion on December 12, 1996 to reflect the requirements found in Section III of this Settlement Agreement. North Carolina agrees that these modifications to the variance and permit will be made and the 1997 Modified Variance and 1997 Permit incorporating those requirements will be finalized and will become effective no later than December 31, 1997. North Carolina agrees that it will not further modify the 1997 Modified Variance prior to the triennial review, or further modify the 1997 Permit prior to its expiration in 2001 except as provided in this Agreement, unless North Carolina seeks to impose more stringent requirements in the variance and/or the permit to protect water quality. North Carolina agrees to conduct public hearings on Champion's next NPDES permit renewal application by June or July of 2001 and to make its decision on reissuance of the NPDES permit, as well as its decision on extension of or modifications to the color variance, by October 31, 2001. In consideration of the covenants and agreements made by the other parties to this Settlement Agreement, ▇▇▇▇▇▇▇▇ agrees to the modifications to be made by North Carolina to the variance granted it on December 11, 1996, and to the NPDES permit issued to it on December 12, 1996. ▇▇▇▇▇▇▇▇ further agrees not to seek administrative or judicial review of the 1997 Modified Variance and/or the 1997 Permit as long as they are consistent with this Agreement. ▇▇▇▇▇▇▇▇ agrees to submit its NPDES permit renewal application for the Canton mill no later than March 1, 2001. In consideration of the covenants and agreements made by the other parties to this Settlement Agreement, Tennessee, ▇▇▇▇▇ County, Newport, TEC and ACA agree that they will neither oppose EPA's approval of the 1997 Modified Variance, nor request that EPA object to the 1997 Permit. Tennessee, ▇▇▇▇▇ County, Newport, TEC and ACA further agree that they will not seek administrative or judicial review of the 1997 Modified Variance and/or the 1997 Permit so long as they are consistent with this Agreement. The same parties further agree that they will not seek to have any change in water quality standards that Tennessee might make during the life of the 1997 Permit effecti...
Additional Covenants and Agreements of the Parties. 91 6.1 Merger Partner Proxy Statement ....................................................................................91 6.2 Merger Partner Stockholders’ Meeting ..........................................................................92 6.3 Efforts; Regulatory Approvals and Related Matters ......................................................96 6.4 Disclosure ....................................................................................................................104 6.5 Section 16 Matters .......................................................................................................105 6.6 Obligations with respect to Merger Partner, Spinco and ▇▇▇▇▇ ..................................105 6.7 Securityholder Litigation .............................................................................................105 6.8 Financing .....................................................................................................................106 6.9 Agreement for Exchange of Information .....................................................................116 6.10 D&O Indemnification and Insurance ...........................................................................117 6.11
Additional Covenants and Agreements of the Parties. 3.1 To effect the transfer of ownership of the Trademark Interests to Purchasers, including the goodwill of all business connected with the use of and symbolized by the Trademark Interests, Seller will:
(a) Furnish Purchasers with the files in Seller's possession, evidencing all proceedings involving the Trademark Interests;
(b) Execute the Assignment of Intellectual Property substantially in the form attached hereto as Exhibit A; and
(c) Provide all reasonable assistance to Purchasers in preparing applications for registration of all non-registered trademarks, service marks and trade names pertaining to the Site and when reasonably requested by Purchasers, provided that any out of pocket expenses associated therewith shall be borne by Purchasers.
3.2 Seller covenants not to use or display the Trademark Interests, or any ▇▇▇▇ confusingly similar thereto, anywhere in the world, except under the terms of an agreement granting such rights, and further covenants not to contest or challenge the validity of the Trademark Interests, any applicable registrations thereof or the ownership of the Trademark Interests by Purchasers.
3.3 To effect the transfer of ownership of the Copyright Interests to Purchasers, Seller will execute the Assignment of Intellectual Property substantially in the form attached hereto as Exhibit A.
3.4 Seller covenants to use its reasonable best efforts to provide all existing documentation relating to the Site or Assets in its possession and to do all things that Purchasers reasonably request to transfer the Assets.