Partner Covenants Sample Clauses

The Partner Covenants clause sets out specific promises and obligations that each partner in a business agreement must uphold. These covenants typically include requirements such as maintaining confidentiality, refraining from competing with the partnership, or contributing agreed-upon resources or efforts. By clearly outlining these duties, the clause helps ensure that all partners act in good faith and in alignment with the partnership’s goals, thereby reducing the risk of disputes and promoting trust among the parties.
Partner Covenants. Each Partner covenants and agrees with the Partnership and with the other Partners as follows: (i) It shall not exercise, or purport or attempt to exercise, its authority to withdraw, retire, resign, or assert that it has been expelled from the Partnership; (ii) It shall not do any act that would make it impossible or impracticable to carry on the Partnership's business; and (iii) It shall not act or purport or attempt to act in a manner inconsistent with any act of a General Partner acting pursuant to the Partnership Governance Committee or in a manner contrary to the agreements of the Partners set forth in this Agreement; provided, that, nothing in this Section 9.5 shall be deemed to waive its rights under Sections 10, 11 or 12.
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Partner Covenants. Except to the extent it takes action pursuant to its rights as a Nondefaulting Partner under Section 11., each Partner covenants and agrees with the Partnership and with each other Partner as follows: (A) It shall not exercise, or purport or attempt to exercise, its authority (i) to withdraw, retire, resign, or assert that it has been expelled from the Partnership, or (ii) to dissolve or enter into any proceeding seeking any dissolution of such Partner, or (iii) to make any application for judicial dissolution of the Partnership; (B) It shall not do any act that would make it impossible or impracticable to carry on the Partnership Business; (C) It shall not, directly or indirectly through any entity, conduct or engage in any business other than the holding of its Interest and the doing of things necessary or incidental in connection therewith, the exercise of its authority as a Partner, the exercise of its authority pursuant to Section 5.7., and the performance and enforcement of its obligations and rights pursuant to this Agreement; and (D) It shall not act or purport or attempt to act in a manner inconsistent with any Partnership Governance Committee Action or in a manner contrary to the agreements of the Partners set forth in this Agreement.
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Partner Covenants. Each Partner hereby covenants and agrees that: (a) it will not sell any Registrable Securities under any Registration Statement or Canadian Prospectus (as applicable) until it has received notice from PublicCo that such Registration Statement and any post-effective amendments thereto have become effective or Canadian Securities Regulators have issued their final receipt for the Canadian Prospectus, if applicable; (b) it and its officers, directors and Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Laws as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement or Canadian Prospectus (as applicable); (c) by its acquisition of such Registrable Securities that, upon receipt of a notice from PublicCo of the occurrence of any event of the kind described in Section 4(c)(iv), (v), (vi), (vii) and (viii) of this Schedule IV, such holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement or Canadian Prospectus (as applicable) until such holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or Canadian Prospectus (as applicable) or until the holder is advised in writing by PublicCo that the use of the applicable Prospectus or Canadian Prospectus (as applicable) may be resumed; (d) if an underwriting agreement is entered into, the same shall contain indemnification provisions no less favorable to PublicCo and the underwriters, if any, than those set forth in Section 7.2; (e) PublicCo may require each selling holder to furnish to PublicCo information regarding such holder and the distribution of such Registrable Securities as is required by law to be disclosed in each Registration Statement or Canadian Prospectus (as applicable), and PublicCo may exclude form such registration the Registrable Securities of any such holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement or Canadian Prospectus (as applicable) refers to any holder by name or otherwise as the holder of any securities of PublicCo, then such holder shall have the right to require (if such reference to such holder by name or otherwise is not required by the Securities Laws or any, similar federal statute then in force) the deletion of the reference to such holder in any amendment or supplement to each Registration Statement or Cana...
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Partner Covenants. Each Partner covenants and agrees with the ----------------- Partnership and with the other Partners that it shall not (i) exercise, or purport or attempt to exercise, any authority it has to withdraw, retire, resign or assert that it has been expelled from the Partnership, (ii) do any act that would make it impossible or impracticable to carry on the Partnership's business and (iii) act or purport or attempt to act in a manner contrary to the agreements of the Partners set forth in this Agreement; provided that nothing in this Section 9.4 shall be deemed to waive any Partner's rights ----------- under Article X, XI or XII. --------- -- ---
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Partner Covenants. Partner hereby covenants to Epirus that during the Term: Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (a) Neither Partner nor its Sublicensees shall Manufacture [***], Develop or Commercialize in the Territory, any Biosimilar infliximab, adalimumab, or tocilizumab product (or any product that is a Biosimilar of the reference compound for a Licensed Compound added to this Agreement pursuant to Section 2.5 (Additional Licensed Compounds)) other than Licensed Products; and (b) Subject to the requirements of Applicable Law, Partner shall not, and shall not permit its Sublicensees or any Third Party to: (i) undertake advertising of the Licensed Products in, or specifically aimed at, any country outside the Territory, (ii) solicit orders for the Licensed Products from outside the Territory, (iii) fulfil, or otherwise accommodate, orders for the Licensed Products from outside the Territory, (iv) establish any branch, agent, distribution depot or other business or sales infrastructure dealing in, providing, promoting or advertising, the Licensed Products outside the Territory, or (v) otherwise sell Licensed Product outside the Territory
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Partner Covenants. 29 Section 9.5 Special Purpose Entities................................................................. 30 Section 9.6
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Partner Covenants. 8.1. It is competent to enter into a legally binding contract and the acceptance of this terms and conditions under applicable laws and that it is not incompetent to contract within the meaning of the Indian Contract Act,1872 as amended from time to time.
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Partner Covenants. Except to the extent it takes action pursuant to its rights as a Nondefaulting Partner under Section 11., each Partner covenants and agrees with the Partnership and with each other Partner as follows: (1) It shall not exercise, or purport or attempt to exercise, its authority (i) to withdraw, retire, resign, or assert that it has been expelled from the Partnership, or (ii) to dissolve or enter into any proceeding seeking any
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Partner Covenants 
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Related to Partner Covenants

  • Seller Covenants Seller covenants and agrees as follows:

  • Particular Covenants (a) MOUD and the State shall carry out the Project with due diligence and efficiency, and in conformity with sound administrative, financial, engineering, environmental, governance and urban development practices. (b) In the carrying out of the Project and operation of the Project facilities, MOUD and the State shall perform all obligations set forth in the Loan Agreement to the extent that they are applicable to MOUD and the State. Section 2.02. MOUD and the State shall make available, promptly as needed, the funds, facilities, services, equipment, land and other resources which are required, in addition to the proceeds of the Loan, for the carrying out of the Project. (a) In the carrying out of the Project, MOUD and the State shall employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, all Goods, Works and consulting services to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or consulting services have not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB. Section 2.04. MOUD and the State shall carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. MOUD and the State shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. (a) MOUD and the State shall take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of Project facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, MOUD and the Sate undertakes to insure, or cause to be insured, the Goods to be imported for the Project and to be financed out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. MOUD and the State shall maintain, or cause to be maintained, records and accounts adequate to identify the Goods, Works and consulting services and other items of expenditure financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section 2.07. (a) ADB, MOUD, and the State shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

  • Director Covenants (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of PSB or any PSB Subsidiary, PSB’s and any PSB Subsidiary’s current and prospective services, PSB’s and any PSB Subsidiary’s business projections and market studies, PSB’s and any PSB Subsidiary’s business plans and strategies, and PSB’s and any PSB Subsidiary’s studies and information concerning special services unique to PSB and any PSB Subsidiary, respectively. Director further acknowledges that he or she has received similar confidential information from Summit regarding Summit and the Summit Subsidiaries as a result of the negotiations resulting in the Merger Agreement and will continue to receive such information through the consummation of the Merger. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of Summit or any subsidiary of Summit, Director agrees that for a period of 18 months after the Closing Date, Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: (i) solicit the business of any person or entity who is a customer of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other depository and lending institution (which term includes, for avoidance of doubt, credit unions); (A) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, any insured depository institution that has a location within a 25-mile radius of any location of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary as of the date of this Agreement (the “Noncompete Area”) (but Director may (1) retain any existing ownership interest in any insured depository institution, (2) acquire an ownership interest in any depository institution, so long as that ownership interest does not exceed 3% of the total number of shares outstanding of that depository institution, and (3) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions), (B) serve as an officer, director or employee of, or an agent or consultant with respect to the provision of banking services for, any insured depository institution that has a location within the Noncompete Area, or (C) establish or operate a branch or other office of an insured depository institution within the Noncompete Area; or (iii) recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the 12 months preceding the Closing Date was, an employee of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary; provided that Director shall not be prohibited from recruiting, hiring, assisting others in recruiting or hiring, discussing employment with, or referring others concerning employment, any such employee if (i) such employee’s employment is terminated by PSB, any PSB Subsidiary, Summit, any Summit Subsidiary or any of their respective affiliates or successors, or (ii) such employee responds to a general solicitation not targeted to employees of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary or any of their respective affiliates or successors. Nothing in this Section 2(a)(iii) applies to employment other than in the financial services business. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Agreement is entered into in connection with the sale to Summit of the goodwill of the business of PSB, (ii) Director is receiving valuable consideration for this Agreement, (iii) the restrictions imposed upon Director by this Agreement are essential and necessary to ensure Summit acquires the goodwill of PSB and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Agreement are fair and reasonable. (d) Director agrees that he or she will not make any unauthorized disclosure, directly or indirectly, of any Confidential Information of PSB, PSB Subsidiaries, Summit or Summit Subsidiaries (collectively, the “Disclosing Parties”) to third parties, or make any use thereof, directly or indirectly, other than in connection with the Merger or except as otherwise authorized. Director also agrees that he or she shall deliver promptly to Summit or PSB at any time at its reasonable request, without retaining any copies, all documents and other material in Director’s possession at that time relating, directly or indirectly, to any Confidential Information or other information of the Disclosing Parties, or Confidential Information or other information regarding third parties learned in such person’s position as a director, officer, employee or shareholder of PSB or PSB Subsidiaries, as applicable.

  • Other Covenants (Section 5.1): Borrower shall at all times comply with all of the following additional covenants:

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.