Agent Covenants Sample Clauses

Agent Covenants. The Agent shall promptly notify the Province’s Representative when it believes the Senior Debt Discharge Date will occur.

Agent Covenants. The Agent will promptly: (a) [deliver its pledged bond for cancellation upon payment by the Authority of the Termination Payment - NTD: revise as appropriate in light of actual financing arrangements]; (b) notify the Authority when it believes the Senior Debt Discharge Date will occur or has occurred, and in any event will so notify no later than 20 Business Days after its occurrence; (c) notify the Authority of any Event of Default; (d) notify the Authority of any decision by the Senior Lenders to take action under Section ▼ (e) unless notice is already provided under the above provisions, notify the Authority of any decision by the Senior Lenders to: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings; or (4) take any action authorizing, or which might result in or is in furtherance of, any of the matters referred to in Sections (1), (2) or (3) above; and (f) upon request by the Authority, cause all security on any real or personal property comprised in the Facility to be promptly discharged and released on the date requested by the Authority (which will be on or after the Termination Date).

Agent Covenants a. Agent shall endeavor to promote the business and interest of Master Agency and Insurer as contemplated by this Agreement and shall so conduct itself as not to adversely affect the business, good standing or reputation of Master Agency or Insurer or Insurer’s insurance-related affiliates. b. During the term of this Agreement and for a period of two years following the termination of this Agreement, in accordance with Section 10, whether such termination is by Agent, Master Agency, or Insurer: i. Agent, Sub-Agent, or their employees will not (x) solicit, recruit, hire, employ, engage or attempt to hire, employ or engage any person who is an employee of Master Agency or Insurer or any of their insurance-related affiliates, (y) assist any person or entity in the recruitment, hiring or engagement of any person who is an employee of Master Agency or Insurer, or any of their insurance related-affiliates, or (z) urge, induce, or seek to induce any person to terminate his/her employment or other relationship with Master Agency or insurer or any of their insurance-related affiliates. This subsection (i) will not apply if Agent, Sub- Agent or their employees is first contacted by an employee, independent contractor or independent agent of Master Agency or Insurer or any of their insurance-related affiliates without any prior solicitation or recruitment from Agent of any employee of Agent. Further, this subsection does not prohibit: 1. Soliciting employees through general job advertisements or similar notices that are not targeted specifically at the employees of Master Agency or Insurer or any of their insurance-related affiliates; 2. Engaging any recruiting firm or similar organization to identify or solicit person for employment on Agent’s behalf, or soliciting any employee who is identified by any such recruiting firm or organization, as long as such recruiting firm or organization is not instructed to target any employees of Master Agency or Insurer or any of their insurance-related affiliates; or 3. Soliciting or hiring employees whose employment has been terminated by Master Agency or Insurer and their respective insurance-related affiliates. ii. Neither Agent, Sub-Agent, nor their employees may make disparaging or false statements regarding Master Agency or Insurer or their insurance-related affiliates to any individual or entity. The foregoing will not be violated by truthful statements in response to legal process, required governmental testimony or filin...

Agent Covenants. 4.1 The Agent understands that, the Agent shall be entrusted with the samples of the Artist’s work in order to secure assignments and projects for the Artist. 4.2 The Artist shall have all the rights over such samples and no right on the samples of work would be transferred in favor of the Agent by virtue of this Agreement. 4.3 The samples so entrusted with the Agent must be returned to the Artist within a time period of days after termination of this Agreement. 4.4 The Agent shall take all reasonable steps to ensure that such samples of work are well protected against any damage or loss and the Agent is to be held solely liable for any loss and damage so incurred so sustained by the samples of work due to any kind of negligence on the part of the Agent. 4.5 The Agent further agrees and understands that the promotional expenses related to the promotion of Artist’ work shall be borne by the Agent and the Artist. The Agent shall be liable for % and the Artist shall be liable for % of the promotional expenses. 4.6 The Agent shall further bear the expenses related to:

Agent Covenants. The Agent will promptly: (a) [Intentionally Deleted]; (b) notify the Authority when it believes the Senior Debt Discharge Date will occur or has occurred, and in any event will so notify no later than 20 Business Days after its occurrence; (c) a reasonable time prior to the taking of any such action, notify the Authority of any decision by the Senior Lenders to take action under Section 14.2 of the Credit Agreement, together with reasonable details of any such action; (d) unless notice is already provided under the above provisions, notify the Authority of any decision by the Senior Lenders to: (1) appoint an Insolvency Officer; (2) commence any Insolvency Proceedings; (3) sanction, by voting or failing to vote, any Insolvency Proceedings; or (4) take any action authorizing, or which might result in or is in furtherance of, any of the matters referred to in Sections (1), (2) or (3) above; and (e) upon request by the Authority, cause all security on any real or personal property comprised in the Facility to be promptly discharged and released on the date requested by the Authority (which will be on or after the Termination Date).

Agent Covenants. Agent covenants that during the term of this Agreement and so long as it is bound by the non- interference provisions hereof, it shall: a. Comply with any and all policies and guidelines established by UFS. b. Where appropriate, inform potential Merchants that they are required to change credit card processors or bank accounts in order to participate in the Program; c. Accurately describe the Program; d. Immediately inform UFS of any changes that become known to Agent in the address, ownership or business or operations of itself or of any Merchant; e. Deliver to UFS all documents required as part of a Merchant Application together with each application, including, without limitation: A Merchant Agreement, application form, voided Merchant check, at least 6 months of Merchant bank statements, and any other documents required according to UFS guidelines, such as they may be from time to time; f. Remain cognizant and in agreement that this Agreement may be terminated immediately by UFS upon breach of any obligation, covenant, representation or warranty set forth in this Agreement or if determined by UFS, in its sole discretion that Agent is causing a negative effect on the Program, UFS or its affiliates; g. Not engage in any debt settlement, debt consolidation, merchant cash advance settlement, merchant cash advance relief or any other business or service that consults or advises merchants with respect to defaulting on (or with respect to an existing default on) their merchant cash advance from any purchaser of receivables; and h. Not cause or solicit a successfully referred Merchant to terminate or alter its credit card processing or banking institution to another processor or bank, which has no contractual affiliation with UFS or any of its affiliates, as long as such merchant has a balance owed to UFS. i. Not facilitate or cause the Merchant to accept any cash advance or loan or any other further form of financing or purchase of receivables in any form that relates to or involves the Merchant’s Processing Receipts with any party other MR for the duration of this Agreement. MR may share information regarding this Agreement with any third party in order to determine whether Agent is in compliance with this provision.

Agent Covenants. Each Agent hereby severally, and neither jointly, nor jointly and severally, covenants and agrees to (and will use commercially reasonable best efforts to cause the selling group members to): (i) conduct all activities in connection with the Offering in compliance with applicable Securities Laws and all other laws applicable to the Agent (or an Affiliate of the Agent) or the selling group members; (ii) obtain from each Purchaser a completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Company and the Agents; (iii) not to solicit subscriptions for the Offered Securities except in accordance with the terms and conditions of this Agreement and the Subscription Agreements; (iv) in connection with the Offering, not to make any representation or warranty with respect to the Offered Securities other than as set forth in this Agreement or the Subscription Agreements; (v) not to solicit, offer, sell, trade, distribute or otherwise do any act in furtherance of a trade of the Offered Securities in such manner as to require registration of the Offered Securities or the filing of a prospectus, registration statement or any similar document under the laws of any jurisdiction or to subject the Company to any continuous disclosure or other similar reporting requirements under the laws of any jurisdiction to which it is not currently subject; (vi) not engage in or authorize, directly or indirectly, and will not engage in or authorize, directly or indirectly, any form of general advertising in connection with or in respect of the Offered Securities in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conduct any seminar or meeting concerning the offer or sale of the Offered Securities whose attendees have been invited by any general solicitation or general advertising; and (vii) provide to the Company all necessary information in respect of the Agents (and will use its commercially reasonable efforts to provide to the Company all necessary information in respect of the Purchasers and the selling group members) to allow the Company to file, with the Securities Regulators, reports of the sale of the Offered Securities in accordance with applicable Securities Laws within ten days of the Closing. No Agent...

Agent Covenants. 5.1 The Agent accepts the appointment as Agent under this Agreement. The Agent agrees to use its best efforts to ensure that the Project is completed diligently, in a proper and businesslike manner, and on a timely basis, all in accordance with Schedule “B”, the Guidelines and all laws of the Territory. Without limiting the foregoing, the Agent covenants that the Project is a charitable activity according to the Act and Canadian law. 5.2 The Agent shall provide to the Club, at such times, and in such detail, as requested by the Club: comprehensive reporting documentation on the status of the Project (including without limitation, a record of all receipts, disbursements, expense vouchers and invoices, with copies thereof sent to the Club at least every six months); and (b) an annual financial report reflecting the use of the funds for the Project. 5.3 The Agent shall permit Club representatives to inspect the Project on reasonable notice. 5.4 The Agent shall keep the financial support paid under paragraph 3.1 separate from its other assets and maintain separate records for such support, available for inspection by Club representatives on reasonable notice. 5.5 The Agent agrees that all expenses of the Project (except as set out in this Agreement and Schedule “B”) shall be paid by the Agent and indemnifies and saves the Club harmless from all costs, actions or damages relating to the Project. 5.6 The Agent, will not do anything, and will not allow any person, firm or corporation with which it deals to do anything, which in the opinion of the Club might jeopardize the Canadian charitable status of the Club or adversely affect the reputation of the Club. 5.7 Without limiting the generality of subparagraph 5.6, the Agent acknowledges that it has been made aware of the non-denominational tenets of Rotary International. The Agent therefore covenants not to engage in any activity related to the Project which might be considered by the Club, acting reasonably, to be any one or more of fundraising, proselytizing, recruiting, or attempting to persuade any person to change his or her religious beliefs.

Agent Covenants. During the term hereof, and so long as it is bound by the noninterference provisions hereof it shall. A. Conduct. Act in such a way as to not cause any direct or indirect damage to the business or name of SYMPLIFI or any of its affiliates.