Covenants of Clmi Sample Clauses

Covenants of Clmi. A portion of the intangible assets and claims presently owned by CLMI, equal to 50% of any award or proceeds, if any, received in its lawsuit against CNG Communications, Inc. and Xxxx Xxxxxx (the "Lawsuit") shall be retained by CLMI after the Closing. Xxxxxxxxxx and Xxxxxx will each be entitled to 25% of any award or proceeds received in the Lawsuit, if any, in part in consideration for their work in facilitating the Lawsuit on CLMI's behalf, regardless of who the plaintiffs are in the Lawsuit or which claims are remaining. After the Closing, CLMI will be responsible for any costs incurred in connection with the Lawsuit. On the Closing, CLMI will have no more than 7,000,000 shares of its Common Stock, par value $.001 per share, outstanding, and will not have outstanding any preferred stock, warrants, options, or other securities convertible into the common or preferred stock of CLMI, except as disclosed in Exhibit C to this Agreement. Upon Closing, CLMI will have no accounts payable or outstanding debt. On, or as soon as practicable after, the Closing, CLMI will change its name to Zeros & Ones, Inc.
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Covenants of Clmi. 3.1 Management of CLMI and KidVision After Closing. ---------------------------------------------- After the Closing, Xxxxxxx will be a director and the Chief Executive Officer of KidVision. CLMI agrees that for the first year after the Closing, KidVision will have a Board of Directors consisting of three to five members, one of which will be Xxxxxxx, one of which will be designated by Xxxxxx Xxxxx, and the other one or more of whom will be mutually agreed upon by Xxxxxx Xxxxx and Xxxxxxx.
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Covenants of Clmi. 3.1 Management of CLMI and EKO After Closing. ---------------------------------------- After the Closing, Xxxxx will be a director of CLMI and the Chairman of the Board of Directors of EKO. It is expected that Xxxxxxx Xxxxxxxxx will be the Chief Executive Officer of EKO. CLMI agrees that for the first year after the Closing, EKO will have a Board of Directors consisting of three to five members, all of whom will be designated by Xxxxx.
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Covenants of Clmi. The intangible assets and claims presently owned by CLMI, including its lawsuit against CNG Communications, Inc. and Xxxx Xxxxxx, shall remain in CLMI after the Closing. CLMI hereby agrees that if, after the execution of this Agreement and prior to the Closing date, ZOI issues up to 5,000,000 additional shares of its Common Stock for a price agreed to by CLMI and up to 320,000 warrants (the "ZOI Warrants") with an exercise price agreed to by CLMI, CLMI will offer the new shareholders of ZOI who purchase said shares and warrants an exchange pursuant to which one share of CLMI Common Stock would be offered in consideration for each new share of ZOI Common Stock outstanding, and one warrant to purchase one share of CLMI Common Stock at the agreed exercise price would be offered for each outstanding ZOI Warrant. Upon Closing, CLMI will have no accounts payable.
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Covenants of Clmi 
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Related to Covenants of Clmi

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.

  • COVENANTS OF ICANN ICANN covenants and agrees with Registry Operator as follows:

  • Covenants of Party B Party B hereby covenants as follows:

  • COVENANTS OF DEBTOR So long as this Agreement has not been terminated as provided hereafter, Debtor: (a) will defend the Collateral against the claims of all other persons; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; and will not assign, deliver, sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party.

  • Covenants of Parent Parent agrees that:

  • Covenants of the Vendor The Vendor covenants and agrees with the Purchaser as follows:

  • Covenants of the Bank The Bank covenants and agrees with the Underwriters that:

  • Covenants of the Buyer The Buyer covenants and agrees with the Seller as follows:

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • Covenants of the Parties The parties hereto agree that:

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