Party Covenants Sample Clauses
The Party Covenants clause sets out the specific promises and obligations that each party agrees to uphold under the contract. These covenants may include requirements such as maintaining certain standards, performing specific actions, or refraining from particular behaviors throughout the agreement’s term. For example, one party might covenant to provide regular reports, while the other agrees not to disclose confidential information. The core function of this clause is to clearly define the ongoing duties and responsibilities of each party, thereby reducing ambiguity and helping to prevent disputes over performance.
Party Covenants. (a) Each Joint Venturer covenants and agrees as a separate covenant with the other party:
(i) to perform any obligations and commitments it may have in relation to the Site under the Mining Act or other applicable legislation;
(ii) to perform its obligations under or relating to the fulfilment of any contract which relates to the Joint Venture or the Joint Venture Activities;
(iii) not to engage either alone or in association with another or others in any activity over the Site except as provided or authorised under this Agreement; and
(iv) to be just and faithful, to cooperate with and act reasonably in all its dealings with the other party and the Manager concerning the Joint Venture, provided that, except as expressly provided by this Agreement, neither party is under any fiduciary or other duty to the other party.
(b) For the avoidance of doubt, each party has the unrestricted right to engage in and receive the full benefit of any competing activities outside the Site.
Party Covenants. Each Party that is or becomes a Member shall not, and shall cause its Affiliates that are Members not to, amend the LLC Agreement to amend the definitions of ITC Agreements, Cause, Gross Negligence, Super Majority of Non-Managing Members or Willful Misconduct or Sections 11.8(e) through (h) of the LLC Agreement without the approval of a Super Majority of Transmission Owners.
Party Covenants. 10.1.1 Pieris shall submit by [***] to relevant patent offices the priority patent applications for the [***] Building Block and the Lead Product, a draft of which has been communicated to Servier prior to the date hereof, including Servier’s reasonable comments on such patent applications.
10.1.2 Upon a Party’s reasonable request, the other Party shall use Commercially Reasonably Efforts to negotiate and execute appropriate documents (whether through amendment to an existing agreement or a separate side letter) to permit continuation of Confidential any sublicense granted under a Pieris Background Agreement or Servier Background Contract in the event of termination of such Pieris Background Agreement or Servier Background Contract, as applicable (due to insolvency or otherwise).
Party Covenants. 10.5.1 Pieris shall submit by [***] to relevant patent offices the priority patent applications for the [***] Building Block and the Lead Product, a draft of which has been communicated to Servier prior to the date hereof, including Servier’s reasonable comments on such patent applications.
Party Covenants. ProGen hereby covenants to Rani [*].
Party Covenants. The Centro Parties are executing this Supplement for the sole purpose of acknowledging their agreement with the following covenants:
(a) So long as any Loan remains outstanding and unpaid or there exists any Letter of Credit Exposure, or any other amount is owing under any Loan Document to any Lender or the Administrative Agent, the Centro Parties covenant and agree with the Lenders that they shall comply with the covenants and agreements set forth in Sections 9.09, 9.10 and 9.24 of the Super Loan Agreement (other than Section 9.24(h) of the Super Loan Agreement) as in effect on the date hereof (which covenants and agreements are incorporated, mutatis mutandis, herein as if fully set forth herein) (the “Centro Party Covenants”). For the avoidance of doubt, each Centro Party agrees that the Centro Party Covenants shall apply whether or not the Super Loan has been repaid in full.
(b) Neither Centro Party shall cause or permit, with respect to any Super Entity, the remittance by any such Super Entity to any Affiliate of any Centro Party, the Borrower or any other Super Entity, of any payment on account of any management fees, commissions, or any other similar payment(s), including those expressly subordinated pursuant to the terms and provisions of any such contract(s), with respect to any Properties (BofA Revolver), it being understood, however, that there shall be no restriction on reimbursement of Centro Super Management Joint Venture 2, LLC for out-of-pocket costs and expenses, including salaries of its employees, incurred by it consistent with historical practices and in accordance with the Approved Budget. Neither Centro Party shall cause or permit, with respect to any Super Entity, the entry by such Super Entity into a management or similar agreement, with respect to any Properties (BofA Revolver), with any Affiliate of any Centro Party, the Borrower or any other Super Entity, unless all management fees, commissions and any other similar payment(s) are expressly subordinated to the Loans pursuant to the terms and provisions of any such contract(s) which shall be substantially similar to the terms of subordination set forth in the management agreements for the Properties (BofA Revolver) as of the Supplement Effective Date.