Certain Additional Covenants Clause Samples
Certain Additional Covenants. In addition to the covenants contained elsewhere in this Lease, Tenant covenants, during the Lease Term and for such further time as Tenant occupies any part of the Premises:
(a) to pay when due all Annual Fixed Rent and Additional Rent and all charges provided hereunder for utility services rendered to the Premises and, as further Additional Rent, all charges for additional and special services rendered pursuant to Exhibit D;
(b) to keep the Premises equipped with all safety appliances (including without limitation fire extinguishers) required by law or ordinance or any other regulation of any public authority, to procure all licenses and permits, other than the Building certificate of occupancy, in accordance with the terms of Section 9.2 hereof;
(c) not to place a load upon any floor in the Premises exceeding the floor load per square foot of area which such floor was designed to carry and which is allowed by law as set forth in Exhibit D attached hereto; and not to move any safe, vault or other heavy equipment in, about or out of the Premises except in such manner and at such time as Landlord shall in each instance expressly authorize, such authorization not to be unreasonably withheld or conditioned. Tenant’s business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient to absorb and prevent vibration or noise that may be transmitted to the Building structure or to any other space in the Building;
(d) to pay promptly when due all taxes which may be imposed upon personal property (including, without limitation, fixtures and equipment) in the Premises by whomever assessed;
(e) to pay within thirty (30) days after demand as Additional Rent, regardless of whether any default or Event of Default has occurred or whether any proceeding to enforce the Lease has been commenced, all costs and expenses, reasonable attorneys’ fees and disbursements and other fees incurred by Landlord in connection with (i) the successful enforcement by Landlord of any obligation of Tenant under this Lease; (ii) the successful preservation and enforcement of Landlord’s rights and remedies in connection with the Lease; (iii) any unsuccessful attempt by Tenant to enforce any obligation or purported obligation of Landlord under this Lease; (iv) any unsuccessful action or proceeding brought by Tenant against Landlord related to this Lease. If Tenant prevails in any action or proceeding to enforce any provision of this Le...
Certain Additional Covenants. AND REPRESENTATIONS OF THE MEMBERS 12.1 Noncompetition.......................................................41 12.2 Confidentiality......................................................42 12.3 Transactions Between a Member or Manager and the Company Generally...43 12.4 Publicity............................................................43
Certain Additional Covenants. (a) Each Party shall comply in all material respects with all laws, rules and regulations applicable to its performance under this Agreement. Without limiting the foregoing, Licensee shall conduct its marketing and sales activities under this Agreement in compliance with applicable laws, rules and regulations and prevailing pharmaceutical industry standards.
(b) Teikoku shall not grant to any Third Party any rights inconsistent with the rights and licenses granted to Licensee under this Agreement and Teikoku will (i) use Commercially Reasonable Efforts to maintain the Teikoku Patent Rights during the Term and (ii) give prompt written notice to Licensee a reasonable time in advance of any action by Teikoku to abandon, or that may adversely affect the prosecution and/or maintenance of, the Teikoku Patent Rights and provide Licensee with a reasonable opportunity to prosecute and/or maintain the affected Teikoku Patent Rights at Licensee’s sole cost and expense. If Licensee assumes the prosecution and/or maintenance thereof, such Teikoku Patent Rights shall cease to be included in the definition of Teikoku Patent Rights as set forth in Section 1.64.
(c) Teikoku shall promptly notify Licensee in writing upon becoming aware:
(i) of any actual or threatened claim, judgment or settlement against or owed by Teikoku with respect to any of the Teikoku Intellectual Property, or of any threatened claims or litigation seeking to invalidate the Teikoku Patent Rights;
(ii) of any actual or threatened investigation, inquiry, action or proceeding by any Regulatory Authority or other government agency with respect to the Current Product;
(iii) of any actual or threatened action, suit or proceeding by any Third Party which, if adversely determined, would have a material adverse effect upon the ability of Licensee to use the Teikoku Intellectual Property as licensed hereunder; or
(iv) that the manufacture, use or sale of the Current Product or the use of the Teikoku Know-How may infringe any Patent Rights or other intellectual property rights of a Third Party.
(d) Teikoku will promptly disclose to Licensee all Teikoku Developments that arise, if any. Information provided by Teikoku to Licensee with respect to such Teikoku Developments will be in reasonable detail but in no circumstance less than would be sufficient to permit an understanding of the nature of the Teikoku Developments by a practitioner reasonably skilled in the relevant technical or scientific area.
Certain Additional Covenants. Section 6.1 Resale...............................................38 Section 6.2
Certain Additional Covenants. (a) If any Pledgor shall, as a result of its ownership of any of the Collateral, become entitled to receive or shall receive any Stock Certificate (including any Stock Certificate issued pursuant to a stock dividend or a distribution in connection with any reclassification or increase or reduction of capital, or any Stock Certificate issued in connection with any reorganization) or any other certificate evidencing any Collateral, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such Stock Certificate or other certificate duly executed in blank by such Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional Collateral. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Subsidiary shall be paid over to the Agent to be held as additional Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of the Pledgor or any Subsidiary or pursuant to the reorganization thereof, as applicable, the capital or property so distributed shall be delivered to the Agent to be held as additional Collateral. If any such capital or property so paid or distributed shall be received by any Pledgor, such Pledgor shall, until such capital or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of such Pledgor, as additional Collateral.
(b) The Pledgors shall not vote to enable, or take any other action to permit, any Subsidiary to issue any capital stock or other equity securities or to issue any options, rights or other securities convertible into or granting the right to purchase or exchange for any capital stock or other equity securities of any Subsidiary, except for such transactions, if any, as are permitted pursuant to Article 9 of the Purchase Agreement. Each Pledgor shall defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(c) In the event that any Pledgor shall ac...
Certain Additional Covenants. The Manager and the Fund hereby jointly and severally covenant and agree as follows:
(i) unless otherwise directed or authorized by the Unitholders, to use their best efforts to:
(A) monitor all aspects of the Fund's affairs relevant to its continuing qualification as a unit trust and a mutual fund trust for purposes of the Income Tax Act (Canada), and will promptly notify First Associates Investments Inc. upon its becoming aware of any circumstance that may cause the Fund to fail to continue to so qualify;
(B) monitor the level of ownership of Units held by persons who are not resident in Canada and notify holders of Units in the manner contemplated by the Trust Agreement and the Agents as provided herein upon its becoming aware that:
(1) more than 40% of the issued and outstanding Units are held by or for the benefit of persons who are not resident in Canada or circumstances exist that may reasonably be anticipated to result in such holding; or
(2) a governmental body has proposed to change the Income Tax Act (Canada) or any other applicable legislation in a manner which reasonably could be expected to have a material adverse effect on the tax consequences to holders of Units, including without limiting the foregoing, any change or proposed change whereby the Units may cease to be eligible investments not constituting "foreign property" for any of the various deferred income plans provided for by the Income Tax Act (Canada) or whereby amounts allocated to Unitholders with respect to the Fund's income cease to be deductible by it;
(C) the Fund will at all times conduct its affairs so as to continue to enable the Fund to qualify as a mutual fund trust and a unit trust under the Income Tax Act (Canada) and, in particular, the Fund will not carry on any business and will restrict its activities such that its only undertaking will be the investing of its funds in property in which a unit trust and a mutual fund trust are permitted by the Income Tax Act (Canada) to invest; and
(ii) to duly, punctually and faithfully do and perform all the obligations to be performed by them under all Material Agreements to which they are a party and all such other things which they represent in the Prospectus will be done by either of them (including, without limitation, make all such elections, filings and distributions).
Certain Additional Covenants. The Warrantors hereby jointly and severally undertake in favor of Orchid Asia as follows:
(a) after the Closing, the Group Companies shall, and the Founders shall procure that the Group Companies will, use reasonable best efforts obtain all permits and licenses necessary for the operation of the Business;
(b) the Group Companies incorporated in the PRC and their respective branches shall use their respective reasonable best efforts to include “ ” and/or “ ” in the business scope of their respective business licenses;
(c) the Warrantors shall cause each of the Persons listed in SCHEDULE 6 to be liquidated and de-registered, or all of the equity interests in each such Person to be transferred to a third party who is not an Affiliate of any Warrantor, as soon as reasonably practicable (and in any event within two (2) years) after the Series B Closing; and
(d) the Warrantors shall (i) ensure that shall, no later than December 31, 2017, repay all amounts owed by it to the Domestic Company and any other Group Company (whether due to intercompany payables, loans or otherwise) (such amounts as of the date hereof being RMB 44,042,793.23 in the aggregate), and (ii) provide written evidence of such full repayment to Orchid Asia no later than December 31, 2017. The Warrantors further agree that, in the event that any such amount is not repaid as of December 31, 2017, for purposes of determining the amount of losses suffered by Orchid Asia under Article VII in connection with such event, Orchid Asia shall be deemed to have suffered a loss equal to such unpaid amount multiplied by the shareholding percentage of Orchid Asia in the Company at such time.
Certain Additional Covenants. Seller will use its reasonable best efforts to cause the independent accountants that issued the reports relating to the Offering Financial Statements to consent to Purchaser's use of the Offering Financial Statements as may be required by applicable Law in the disclosure documents relating to the financing contemplated by this Agreement or any subsequent financing involving a public offering.
Certain Additional Covenants. Section 6.1 Reasonable Best Efforts 20 Section 6.2 Intercompany Agreements; Intercompany Accounts 20 Section 6.3 Guarantee Obligations and Liens 20 Section 6.4 Insurance 21 Section 6.5 Use of Names 23 Section 7.1 Provision of Corporate Records 23 Section 7.2 Access to Information 24 Section 7.3 Production of Witnesses 25 Section 7.4 Retention of Records 26 Section 7.5 Confidentiality 26 Section 7.6 Cooperation with Respect to Government Reports and Filings 26 Section 7.7 Tax Sharing Agreement 27
Certain Additional Covenants. 10.1 Employee agrees that he shall not make or publish, or assist anyone else to make or publish, any negative, critical, disparaging, slanderous, or libelous statements about the VDC Entities or any of their respective officers, directors, agents, employees, or representatives, and (unless and then only to the extent required by law), shall not disclose the terms and provisions of the Agreement to any third party without the Company's written consent.
10.2 The Company agrees that neither it nor its officers, directors, agents, employees, or representatives shall make or publish any negative, critical, disparaging, slanderous, or libelous statements about Employee.
10.3 At any time and from time to time, each Party agrees, without further consideration, to take such actions and to execute and deliver such documents as are necessary or reasonable to effectuate the terms, conditions, and purposes of this Agreement.
10.4 The Employee shall not incur any expenses, obligations, or liabilities on behalf of the VDC Entities.
10.5 The Employee shall, as requested by the Company or VDC, fully cooperate in effecting a smooth transition of the Employee's responsibilities to others. To accomplish this, the Employee shall be available to the Company or VDC for a maximum of six (6) hours during the six (6) months following the Execution Date. For example, when requested the Employee will promptly and fully respond to inquiries from the Company, VDC and their representatives. To the extent the Employee spends more than six (6) hours during the six (6) months following the Execution Date responding to requests from the Company or VDC, the Company shall pay the Employee a per hour rate of $45 per hour; provided, however, that the Employee shall inform the Company and VDC in writing prior to working more than six (6) hours during the six (6) months following the Execution Date and shall not work in excess of such time unless so instructed by the Company and VDC in writing. To the extent the Employee incurs out-of-pocket expenses (such as postage costs or telephone charges) in assisting the Company or VDC at their request, the Company will mail the Employee a reimbursement check for those expenses within fifteen (15) calendar days after it receives the Employee's request for payment with satisfactory written substantiation of the claimed expenses.
10.6 In addition to the provisions of Section 10.5, if requested by either the Company or VDC, the Employee shall serve as a witn...