Basis for Covenants Sample Clauses

Basis for Covenants. The Executive acknowledges that i) he will be employed as an executive officer in a managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company; and iv) the Executive is to receive consideration pursuant to this Agreement. Executive recognizes and acknowledges that the confidential information described in Section 6(b) (the "Confidential Information") which he will acquire in the course of his employment is utilized by the Company in all geographic areas in which the Company does business. Further, the Confidential Information will also be utilized in all geographic areas into which the Company expands its business. Thus, Executive acknowledges that he will be a formidable competitor in all areas where the Company conducts business. Executive also acknowledges that the Covenants serve to protect the Company's investment in the Confidential Information.
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Basis for Covenants. The covenants of Sections 9.2, 9.3 and 9.4 (the "Covenants") are a material part of this Agreement and are an integral part of the obligations of the Seller hereunder; the Covenants are supported by good and adequate consideration; and the Covenants are reasonable and necessary to protect the legitimate business interests of the Company and Buyer.
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Basis for Covenants. NCO and Buyers were induced by and relied on this Agreement, including without limitation the covenants of Xxxxxxxx 0, 0, 0, xxx 0 (xxx "Xxxxxxxxx"), to enter into the Acquisition Agreement; the Covenants are a material part of the consideration bargained for by NCO and Buyers and, without the agreement of Principal to be bound by the Covenants, NCO and Buyers would not have agreed to enter into the Acquisition Agreement; the Covenants are supported by good and adequate consideration; and the Covenants are reasonable and necessary to protect the legitimate business interests of the NCO Companies.
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Basis for Covenants. The covenants of Section 11.05 (the "Covenants") are a material part of this Agreement and are an integral part of the obligations of HIG hereunder; the Covenants are supported by good and adequate consideration; and the Covenants are reasonable and necessary to protect the legitimate business interests of the NCO Companies.
Sample 1
Basis for Covenants. The covenants of Sections 10.2, 10.3 and 10.4 (the "Covenants") and the assignment of the employment agreements of the Executive Officers of Seller are a material part of this Agreement. The Covenants of Sections 10.2 and 10.4 are an integral part of the obligations of the Selling Companies hereunder and the Covenants of Section 10.3 are an integral part of the obligations of the Buying Companies hereunder; the Covenants are supported by good and adequate consideration; and the Covenants are reasonable and necessary to protect the legitimate business interests of the SunGard Group and the Selling Companies, as applicable.
Sample 1
Basis for Covenants. Executive agrees and acknowledges that he occupies a position of substantial confidence and trust with Employer and, in such position, that he has access to Confidential Information. Employee further agrees and acknowledges that the nature and periods of restrictions imposed by the following covenants are fair, reasonable and necessary to protect and preserve for Employer its legitimate and protectible interests and that such restrictions will not prevent Employee from earning a livelihood. Employee agrees that Employer would sustain an irreparable loss and damage if Employee were to breach the covenants and that the covenants are made as an inducement to enter, and have been relied upon by Employer in entering, this Agreement.
Sample 1
Basis for Covenants. The Executive agrees and acknowledges that he occupies a position of substantial confidence and trust with the Company and, in such position, that he has access to Confidential Information. The Executive further agrees and acknowledges that the nature and periods of restrictions imposed by the following covenants are fair, reasonable and necessary to protect and preserve for the Company its legitimate and protectible interests and that such restrictions will not prevent the Executive from earning a livelihood. The Executive agrees that the Company would sustain an irreparable loss and damage if the Executive were to breach the covenants and that the covenants are made as an inducement to enter, and have been relied upon by the Company in entering, this Agreement.
Sample 1
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Basis for Covenants. Xx. Xxxxxxxx agrees and acknowledges that he occupied a position of substantial confidence and trust with the Company and, in such position, that he has access to Confidential Information. Xx. Xxxxxxxx further agrees and acknowledges that the nature and periods of restrictions imposed by the following covenants are fair, reasonable and necessary to protect and preserve for the Company its legitimate and protectible interests and that such restrictions will not prevent Xx. Xxxxxxxx from earning a livelihood. Xx. Xxxxxxxx agrees that the Company would sustain an irreparable loss and damage if Xx. Xxxxxxxx were to breach the covenants and that the covenants are made as an inducement to enter, and have been relied upon by the Company in entering, this Agreement.
Sample 1

Related to Basis for Covenants

  • Director Covenants Director agrees that for a period of two (2) years from the Effective Time, Director shall not, directly or indirectly, individually or as an employee, partner, officer, director, promoter or shareholder or in any other capacity whatsoever, except in the performance of customary legal, accounting, insurance, or investment or investment management services as performed at the time of execution of the Agreement or of a similar nature:

  • Particular Covenants Section 4.01. In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement.

  • Guarantor Covenants Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.

  • Other Covenants (Section 5.1): Borrower shall at all times comply with all of the following additional covenants:

  • Seller Covenants Seller covenants and agrees as follows:

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

  • Debtor’s Covenants Until the Obligations are paid in full, Debtor agrees that it will:

  • Particular Covenants of the Company The Company hereby covenants and agrees as follows:

  • Further Covenants The Company hereby covenants and agrees that:

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

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