COVENANT RE Sample Clauses

COVENANT RE. Liability It is understood that Kingdom Promotions, nor its employees, representatives or clients are to be held responsible for any loss, damage or injury to Organization, its volunteers, representatives or its property. Covenant Re: Client Relationships It is understood that work opportunities are provided by Kingdom Promotions; therefore, Organization and volunteers will abstain from verbal or written communication that pursue work assignments with the Client, or in any way circumvent Kingdom Promotions.
Sample 1
COVENANT RE. Donations It is understood that the Organization is given a donation for their volunteer labor by Kingdom Promotions and that the basis for that donation (usually determined per hour per volunteer) is agreed upon before the assignment is accepted. No money needs to be discussed with the Client. The Client has an agreement with Kingdom Promotions, not the Organization. Therefore, if there are any questions or concerns about financial matters, Kingdom Promotions is to be contacted.
Sample 1
COVENANT RE. Time Sheet It is understood that Organization will keep a record of volunteer hours worked, have it signed by an official representative of Organization, and also by the official representative of the Client at the event, then send a copy to Kingdom Promotions. This is the Organization’s verification of the hours worked, and the documentation Kingdom Promotions needs to send the donation in a timely manner. To avoid confusion, any disagreements or disputes about the time sheets should be settled on site before the sheet is authorized by signatures.
Sample 1
COVENANT RE. Assignment. The Parties hereto, and each of them, ------------------------- represent and warrant to each other that each is the sole and lawful owner of all right, title and interest in and to every claim and other matter which each purports to release herein, and that they have not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm, association, corporation or other entity, any right, title or interest in any such claim or other matter. In the event that such representation is false, and any such claim or matter is asserted against any Party hereto (and/or the successor of such Party) by any Party or entity who is the assignee or transferee of such claim or matter shall fully indemnify, defend and hold harmless the Party against who such claim or matter is asserted (and its successors) from and against such claim or matter and from all actual costs, fees, expenses, liabilities, and damages which that Party (and/or its successors) incurs as a result of the assertion of such claim or matter.
Sample 1
COVENANT RE. TRANSFER OF COMMON STOCK The Purchaser covenants and agrees that it shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the shares of Common Stock acquired by Purchaser upon conversion of any Preferred Shares for a period of one hundred eighty (180) days from the date of issuance of such shares of Common Stock upon such conversion. Purchaser agrees that the certificates for shares of Common Stock issued upon conversion of the Preferred Shares shall bear the following legend: "THESE SECURITIES MAY NOT BE SOLD, PLEDGED OR OTHERWISE DISPOSED OF PRIOR TO ___________________ [181st day after issuance] BY REASON OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE."
Sample 1
COVENANT RE. PATENTS LICENSED FROM THIRD PARTIES. ABS shall maintain in good standing all Patents licensed by ABS from third parties and shall, during the Term, provide Abboxx xxxh any and all default notices or other correspondence of a material nature received by ABS from the third party licensor(s) of such Patents. Within two (2) weeks following the Effective Date, ABS shall provide Abboxx xxxh an agreement from all licensors of Patents to provide written notice to Abboxx xx any alleged defaults under their applicable license agreements with ABS, providing Abboxx xxxh the right to cure such default within an acceptable time period. In the event Abboxx xx required to expend money to cure any such default by ABS, Abboxx xxxll be entitled to deduct all such amounts paid to the third party licensor from payments due under Article 3 hereof.
Sample 1
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Related to COVENANT RE

  • Covenant Breaches The Borrower, any Guarantor or any of their respective Subsidiaries shall fail to (i) perform or observe any covenant contained in Section 5.02(a), Section 5.03, Section 5.06(e), Section 5.09, Section 5.12, or Article VI of this Agreement or (ii) fail to perform or observe any other term or covenant set forth in this Agreement or in any other Loan Document which is not covered by clause (i) above or any other provision of this Section 7.01 if such failure shall remain unremedied for 30 days after the occurrence of such breach or failure;

  • Covenant The Transfer Agent and the Customer agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers' lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Customer, used or gained by the Transfer Agent or the Customer during performance under this Agreement. The Customer and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Customer and their successors and assigns. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or agent for purposes of providing services under this Agreement.

  • Covenant of Confidentiality All documents, records, files, manuals, forms, materials, supplies, computer programs, trade secrets and other information which comes into EXECUTIVE's possession from time to time during EXECUTIVE's employment by COMPANY and/or any of COMPANY's subsidiaries or affiliates, shall be deemed to be confidential and proprietary to COMPANY and shall remain the sole and exclusive property of COMPANY. EXECUTIVE acknowledges that all such confidential and proprietary information is confidential and proprietary and not readily available to COMPANY's business competitors. On the effective date of the termination of the employment relationship or at such other date as specified by COMPANY, EXECUTIVE agrees that he will return to COMPANY all such confidential and proprietary items (including, but not limited to, Company marketing material, business cards, keys, etc.) in his control or possession, and all copies thereof, and that he will not remove any such items from the offices of COMPANY.

  • Reporting Covenant Required Complies Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.

  • COVENANTS OF LESSEE Lessee hereby covenants and agrees with Lessor as follows:

  • Covenants regarding Party C Party B (as a shareholder of Party C) and Party C hereby covenant as follows:

  • Noncompetition Covenant (a) The Executive acknowledges and agrees that he will receive significant and substantial benefits from his employment with the Company under this Agreement, including the remuneration, compensation and other consideration inuring to his benefit hereunder, as well as introductions to, personal experience with, training in and knowledge of the Company and its Affiliates, the industries in which they engage, and third parties with whom they conduct business. Accordingly, in consideration of the foregoing, and to induce the Company to employ and continue to employ the Executive hereunder and provide such benefits to the Executive (in each case subject to the terms and conditions of this Agreement and the applicable employment policies of the Company and its Affiliates), the Executive agrees that he will not during the period beginning on the Commencement Date and ending twelve (12) months after the effective date of the termination of the Executive’s employment with the Company and its Affiliates (the “Non-Competition Period”) for any reason:

  • Covenant Compliance the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.1 through Section 10.9, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

  • Covenants Etc Buyer shall have substantially performed and complied with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to, or at, the Closing Date.

  • Nonsolicitation Covenant In consideration of the payments to be made to Executive hereunder, Executive hereby covenants, for a period of two (2) years following the Qualifying Termination, that he will not, directly or indirectly (whether as an officer, director, employee, individual proprietor, control shareholder, consultant, partner or otherwise) (i) solicit, recruit or hire-away any employee of the Company or successor of the Company or (ii) solicit, influence or attempt to influence any person or entity to terminate such person’s or entity’s contractual and/or business relationship with the Company or successor of the Company. With regard to this Section 9, Executive acknowledges that the provisions herein are reasonable in both scope and duration and necessary to protect the business of the Company or its successor.

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