Special Covenants. If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 5.15, 5.17, 5.20 or 5.25 hereof.
Special Covenants. If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 or 5.23 hereof.
Special Covenants. If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12 or 5.13 hereof.
Special Covenants. Section 8.1. Maintenance of Existence.The Borrower shall maintain its existence as a “Person” (as defined in the Federal Safe Drinking Water Act) and, without consent of the Department, which consent shall not be unreasonably withheld, shall not dissolve or otherwise dispose of all or substantially all of its assets or consolidate or merge with or into another entity. Notwithstanding the foregoing, the Borrower may consolidate or merge with or into, or sell or otherwise transfer all or substantially all of its assets to a political subdivision of The State of Delaware, and the Borrower thereafter may dissolve, if the surviving, resulting or transferee political subdivision, if other than the Borrower, assumes, in written form acceptable to the Department, all of the obligations of the Borrower contained in this Agreement, and there is furnished to the Department an opinion of counsel acceptable to the Department subject to customary exceptions and qualifications, to the effect that such assumption constitutes the legal, valid and binding obligations of the surviving, resulting or transferee entity in accordance with its terms. Section 8.2. Financial Records and Statements.The Borrower shall maintain proper books of record and account in which proper entries shall be made in accordance with generally accepted accounting principles, consistently applied, of all its business and affairs related to the System. The Borrower shall have an annual audit made by an independent certified public accountant within one hundred and twenty (120) days after the end of each Fiscal Year. A copy of the audited annual report shall be forwarded to the Department when completed. Section 8.3. Certificate as to No Default.The Borrower shall deliver to the Department, within one hundred and twenty (120) days after the close of each Fiscal Year, a certificate signed by an Authorized Representative stating that, during such year and as of the date of such certificate, no event or condition has happened or existed, or is happening or existing, which constitutes an Event of Default, or if such an event or condition has happened or existed, or is happening or existing, specifying the nature and period of such event or condition and what action the Borrower has taken, is taking or proposes to take to rectify it. Section 8.4. Further Assurances.The Borrower shall to the fullest extent permitted by law pass, make, do, execute, acknowledge and deliver such further resolutions, acts, deeds,...
Special Covenants. The parties make and agree to the following special covenants which have served as material inducements for their respective decisions to enter into this Agreement.
Special Covenants. The Company covenants to use its best efforts to accomplish the actions described in Sections 2(C), 2(D), 2(E) and 2(G) of this Agreement prior to or at the Closing, if the conditions described in Sections 2(A) and 2(F) are satisfied. The HSI Stockholder and HSI covenant to use their best efforts to accomplish the actions described in Sections 2(F) and 2(G) of this Agreement prior to or at the Closing, if the condition described in Section 2(B) is satisfied.
Special Covenants. A). Nondisclosure and Nonuse. Employee agrees that, except as may be required to be disclosed to a third party in the discharge of Employee's duties under this or other Agreements with Employer or as required by law or appropriate regulatory bodies, he shall regard and preserve as confidential all information pertaining to the business of Employer or Employer's parent corporation, INFe.com, Inc, its customers, and others that has been obtained by him during the course of his employment. During any period of employment by or other affiliation with Employer, Employee shall not, directly or indirectly, use for Employee's own benefit or for the benefit of any third party or disclose to any others any of such information without written authority from the President of Employer. Employer and its continued success depend upon the use and protection of a large body of confidential and other proprietary information. Under this Agreement Employee will hold a position of trust and confidence by virtue of which Employee will necessarily possess and have access to highly valuable, confidential, and proprietary information of Employer not known to the public in general. It would be improper for Employee to make use of this information for the benefit of himself and others. Employer has a protectable interest in all such information, and all memoranda, notes, plans, records, reports, and other documents (including copies thereof), on any medium of recording containing such information are and will remain the property of Employer. None of the provisions of this section shall apply to
Special Covenants. If any Company or Obligor shall fail or omit to perform and observe Sections 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 5.14, 5.18, 5.19, 5.20, 5.21, 5.22, 5.23, 5.24, 5.25 or 5.26 hereof.