Covenants Sample Clauses

Covenants. The Asset Representations Reviewer covenants and agrees that:

Covenants. 9.1. ▇▇▇▇▇ shall act in accordance with the terms and conditions of the Guarantee Release Framework, provided that the remaining financial obligation to inject funds to Qoros or guarantee any payment relating to Qoros under the Guarantee Release Framework shall be up to an amount equal to RMB400 million (the “Guarantee Framework Obligations”). For the avoidance of doubt, notwithstanding the effectiveness of the Guarantee Release Framework, any Guarantees provided by IC to Qoros which are included in the Retained Liabilities, shall remain in effect (the “Remaining Qoros Guarantee”). However in the event of any exercise of the Remaining Qoros Guarantee, ▇▇▇▇▇ shall repay IC any amounts paid by IC in respect thereof, in accordance with ▇▇▇▇▇’▇ obligations under any of the Ancillary Agreements. 9.2. The Parties agree that following the Closing, no party shall take, permit or, cause any third party to take or omit, permit to be omitted or cause any third party to omit to take, any action whether directly or indirectly, the result of which action or inaction would be or would be reasonably expected to be the failure of the Distribution Shares to be traded on the TASE as soon as reasonably practicable following the Record Date. 9.3. As soon as reasonably practicable following the Closing Date, the board of directors of ▇▇▇▇▇ shall ▇▇▇▇▇ options to purchase ordinary shares in the capital of ▇▇▇▇▇ to those officers and employees of IC who currently hold options to purchase IC Shares granted under the 2012 option plan of IC, in accordance with the terms set forth in the IC Shareholder Circular, which options shall be granted in accordance with the terms of a certain tax ruling obtained from the ITA on August 17, 2014 in respect thereto, and shall file a registration statement on Form S-8 registering the shares underlying such options. 9.4. IC agrees and covenants that following the Closing Date, it shall permit the Employees to use any information regarding the IC Transferred Businesses, which they acquired, whether in written form or orally, during the respective terms of their employment with the IC Group; subject only to any applicable confidentiality obligations towards ▇▇▇▇▇ or any member of the ▇▇▇▇▇ Group. 9.5. IC shall cooperate with ▇▇▇▇▇ (at ▇▇▇▇▇’▇ expense) in the defense of any third-party claim or proceeding with respect to the IC Transferred Businesses, and make available to ▇▇▇▇▇ any documents, materials and other information in its possession or cont...

Covenants. In the performance of its duties under this Agreement, the Advisor: (a) shall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objectives and policies of each Fund as set forth in its Registration Statement on Form N-1A; and (v) compliance policies and procedures of the Trust adopted by the Board of Trustees of the Trust; (b) will, with respect to each Fund’s assets not managed by an investment sub-advisor, place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance, however, will the Fund’s securities be purchased from or sold to the Advisor, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law; (c) will treat confidentially and as proprietary information of each Fund all records and other information relative to the Fund, and the Fund’s prior, current or potential shareholders, and ...

Covenants. During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

Covenants. Section 1001.

Covenants. The Buyer shall have performed and complied in all material respects with all covenants and other agreements required by (or contained in) this Agreement to be performed or complied with by it prior to or at the Closing.

Covenants. The Issuer shall not by any action including, without limitation, amending the Articles of Incorporation or the by-laws of the Issuer, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against dilution (to the extent specifically provided herein) or impairment. Without limiting the generality of the foregoing, the Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the then effective Warrant Price, (ii) not amend or modify any provision of the Articles of Incorporation or by-laws of the Issuer in any manner that would adversely affect the rights of the Holders of the Warrants, (iii) take all such action as may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant, and (iv) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable the Issuer to perform its obligations under this Warrant.

Covenants. SECTION 1001.

Covenants. The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing.