Covenants of these Sections are Essential and Independent Covenants Sample Clauses

Covenants of these Sections are Essential and Independent Covenants. The covenants by the Executive in Exhibit B are essential elements of this Agreement, and without such covenants, the Company would not have entered into this Agreement or employed the Executive. The Company and the Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Company. The Executive’s covenants in these Sections are independent covenants and the existence of any claim by the Executive against the Company under this Agreement or otherwise will not excuse the Executive’s breach of any covenant in these Sections. If the Executive’s employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Executive in Sections herein.
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Covenants of these Sections are Essential and Independent Covenants. The covenants by the Contractor in Exhibit B are essential elements of this Agreement, and without such covenants, the Company would not have entered into this Agreement or engaged the Contractor. The Company and the Contractor have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Company. The Contractor’s covenants in these Sections are independent covenants and the existence of any claim by the Contractor against the Company under this Agreement or otherwise will not excuse the Contractor’s breach of any covenant in these Sections. If the Contractor’s engagement hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Contractor in Sections herein.
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Related to Covenants of these Sections are Essential and Independent Covenants

  • Covenants as Essential Elements of this Agreement It is understood by and between the parties hereto that the foregoing covenants contained in Sections 7(a) and (b) are essential elements of this Agreement, and that but for the agreement by the Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by the Executive shall be construed to be agreements independent of any other provisions of this Agreement. The existence of any other claim or cause of action, whether predicated on any other provision in this Agreement, or otherwise, as a result of the relationship between the parties shall not constitute a defense to the enforcement of such covenants against the Executive.

  • Covenants and Representations Section 5.1 List of Holders. Parent shall furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company prior to the Effective Time (or other agent performing similar services for Parent or its Affiliates), the names, addresses, shareholdings and tax certification (T.I.N.) of the record holders of Shares eligible to receive CVRs pursuant to the Merger Agreement reasonably promptly following the Effective Time.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:

  • Representations, Warranties and Covenants of the Operating Advisor (a) The Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:

  • Covenants; Representations 26 (e) Defaults..............................................................................26 (f) Material Adverse Change...............................................................26 4.2. Conditions to First Loan..............................................................26 (a) Articles, Bylaws......................................................................26 (b) Evidence of Authorization.............................................................26 (c) Legal Opinions........................................................................27 (d) Incumbency............................................................................27 (e) Note..................................................................................27 (f) Documents.............................................................................27 (g) Consents..............................................................................27 (h)

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Representations and Covenants of the Company A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • COVENANTS OF CONSULTANT Consultant covenants and agrees with the Company that, in performing Consulting Services under this Agreement, Consultant will:

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

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