Special Covenant. 1. Each of Party B, Party C and Party D undertakes that all equity of Party E held by it shall remain bound by this Agreement regardless of any change of the percent of its shareholding in Party E, and that the terms of this Agreement shall apply to all equity of Party E then held by it.
Special Covenant. Each Pledgor undertakes that all terms and conditions of this Agreement shall remain legally binding upon the Pledgor regardless of any and all changes that may occur to the Pledgor’s percent of equity holding in Sogou Information, and that the terms and conditions of this Agreement shall also apply to all equity of Sogou Information then held by the Pledgor.
Special Covenant. Notwithstanding anything in this Agreement or any other Loan Document to contrary, but subject to any applicable provisions that may require $18,000,000 of Excess Availability as a condition to the Borrower being permitted to take any particular action, Borrower agrees that if after giving effect to any Advance hereunder Excess Availability would be less than $9,000,000 it will not distribute or transfer proceeds of such Advance to the Parent or to any Consolidated Subsidiary of the Parent other than a Domestic Consolidated Subsidiary of Borrower unless the following two conditions are met: (1) such transfer or distribution is made in the ordinary course of business of Parent and the Consolidated Subsidiaries, including Borrower, and (2) Borrower has made adequate provision, in the reasonable opinion of Agent, for payment of the operating expenses of Borrower’s business.
Special Covenant. Each Pledgor undertakes that all terms and conditions of this Agreement shall remain legally binding upon the Pledgor regardless of any and all changes that may occur to the Pledgor’s percent of equity holding in Tianjin Jinhu, and that the terms and conditions of this Agreement shall also apply to all equity of Tianjin Jinhu then held by the Pledgor.
Special Covenant. In the event that an action or inaction of the Agent may be directed by the Required Banks and such required percentage is not obtained due to disagreement by the Banks, the Bank or the Banks objecting to the action taken or not taken, as the case may be, by the Agent due to the absence of direction of the Required Banks may, but shall not be required to, purchase the other Bank's or the Banks' rights and obligations under this Agreement and the other Loan Documents (including, without limitation, their Advance(s)) at par value. In such event, the selling Bank or the Banks shall be obligated to sell its Advance(s) to the other Bank or the Banks and comply with the provisions of Section 12.5 hereof upon the full payment by the other Bank or the Banks at par value.
Special Covenant. Each of the Stockholders agrees that, effective upon consummation of the Merger, (i) the Company shall be released from any obligation it may have to provide medical and dental coverage to the Stockholders and their families and (ii) such Stockholder will indemnify the Parent, the Sub and the Company from any and all claims by such Stockholder or any member of his family with respect to the medical and dental coverage referred to above.
Special Covenant. The Executive acknowledges and agrees that (i) the Executive will begin employment with the Company on the terms herein on or prior to Axxxx 00, 0000, (xx) the Company has incurred significant costs in terms of time and resources to negotiate and reach agreement with the Executive on the terms of this Agreement, (iii) the Executive shall not negotiate a new employment arrangement with Prior Employer, nor negotiate or accept an offer of employment with another party, during the period between the Effective Date and the Commencement Date, and (iv) the Company shall be entitled to pursue legal action for damages against the Executive in the event of a breach or threatened breach of this covenant.
Special Covenant. 40 Section 12.16. Arbitration........................................... 40 EXHIBITS A. Form of Notes B. Form of Advance Request Form C. Form of Limited Guaranty by Tech-Sym Corporation D. Form of Guaranty by GeoScience Corporation E. Form of Assignment and Acceptance F. Real Property Description AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of December 6, 1996 (this "Agreement"), is among SYNTRON, INC., a Delaware corporation (the "Borrower"), each of the banks or other lending institutions which is or which may from time to time become a signatory hereto or any successor or assignee thereof (individually, a "Bank" and, collectively, the "Banks"), and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, a national banking axxxxxation, as agent for itself and the other Banks (in such capacity, together with its successors in such capacity, the "Agent").
Special Covenant. 8.1 The Transferors and Jiutaimanlai unanimously undertake that the Transferee shall acquire and shall in the future remain in possession of no less than 51% equity interest in the Subject Company; and unanimously agree that, in order to take coordinated action in full to make the Transferee’s shareholding ratio in the Subject Company to reach 51%: (1) if the currently unallocated resources of Shilawusu Coal Field are to be otherwise allocated to any one or more of the parties among the Transferors and Jiutaimanlai, at least 51% of the newly allocated resources shall be transferred to the Transferee; (2) if the unallocated resources of Shilawusu Coal Field are otherwise acquired by other third party which is not a party hereto, and if such third party would have the intention to transfer such resources to any one or more of the parties hereto, the Transferee shall have an exclusive preemptive right to acquire 51% of such resources; (3) if the Transferors and Jiutaimanlai intend to dispose of their respective shareholdings in the Subject Company, the Transferee shall have an exclusive preemptive right thereto; (4) if, for any reason, Huayi has become unable to transfer its 15.51% equity interest in the Subject Company to the Transferee as agreed in Article 2.1 hereto, other Transferors shall jointly make-up the Transferee’s equity interest with their respective shareholdings in the Subject Company pursuant to the terms and conditions as agreed hereunder while the Transferee shall also be entitled to the corresponding Coal Resources Amount allocated to the Transferors that would ultimately guarantee the Transferee’s shareholding ratio in the Subject Company to remain at 51%, and that the Transferee is guaranteed to be entitled to 51% of the aggregate Coal Resources Amount to be allocated to the Transferors and Jiutaimanlai. Huayi hereby agrees to give up its preemptive right as to the equity interests to be transferred by other Transferors pursuant to this item (4).
Special Covenant. Borrower shall promptly notify Lender of any action taken by the grantor of a Deed recorded in Book 1122, Page 944 in the Land Records of Xxxxxxx County, Maryland to cancel and extinguish the use of the 50 foot wide right-of-way running along a portion of the southwesterly boundary of the Property, for the purpose of ingress, egress and regress to and from Maryland Route 32. Borrower shall provide such documents, instruments or agreements as Lender deems reasonably necessary to subject any alternate right-of-way providing similar access to said Maryland Route 32 to the lien, operation and effect of this Deed of Trust. After first obtaining Lender's written consent, such consent not to be unreasonably withheld or delayed, to the alternate right-of-way, if any, to be provided by the grantor of such deed, Lender will acknowledge of record, the extinguishment of said original right-of-way. If any portion of the 50 foot wide right-of-way referred to herein that has not been previously conveyed to the County Commissioners of Xxxxxxx County, Maryland shall hereafter be so conveyed to create direct access to and from the Property to a public street or road leading to or adjoining Xxxxxxxx Xxxxx 00, Lender will not require Borrower to provide an alternate right-of-way to and from the Property to said Maryland Route 32.
