Consideration for Covenants Clause Examples

Consideration for Covenants. Officer covenants and agrees that the payment of any Severance Payment (as defined in Section 5(e)) shall be subject to and expressly conditioned upon Officer’s compliance with the covenants set forth in subparagraphs (i) and (ii) above. Should Officer fail to comply with these covenants, the Company shall not be required to make the Severance Payment (or any portion of the Severance Payment that remains unpaid), and the Officer shall be required to repay any portion of the Severance Payment that the Officer has already received from the Company.

Consideration for Covenants. In consideration of the Executive’s agreement to the covenants of confidentiality, non-competition and non-solicitation contained in this Agreement and subject to the Executive’s meeting in full all of his obligations under those covenants, the Company will provide the Executive with a payment of $3 million, payable in one lump sum on the Effective Date.

Consideration for Covenants. Employee acknowledges and agrees that the Company's willingness to engage in its acquisition of the Subsidiary (by merger of the Subsidiary with a subsidiary of the Company) and to raise the capital necessary to effect the aforesaid merger was conditioned upon Employer's representation that he would execute an employment agreement subsequent to the merger containing restrictive covenants of the nature contained herein (an "Employment Agreement") and Employee further acknowledges that the grant of the Option was conditioned upon Employee's willingness to enter into an Employment Agreement and to effect the undertakings set forth herein.

Consideration for Covenants. The covenants of Executive set forth in this Section 6 are made in consideration of the payments made, and other benefits given, to Executive pursuant to this Agreement, the receipt, adequacy and sufficiency of which are acknowledged by Executive, and such covenants have been made by Executive to induce the Company to enter into this Agreement.

Consideration for Covenants. In consideration for the covenants to maintain the confidentiality and proprietary nature of the Confidential Information belonging to Wheeling Downs as set forth in Section 9.1 hereof and to refrain from engaging in competition with the business of Wheeling Downs in the manner described in Section 9.3 hereof, Wheeling Downs shall pay to WHX Entertainment the sum of Fifteen Million Dollars ($15,000,000.00). The foregoing consideration shall be payable in full to WHX Entertainment in immediately available funds at the Closing, by wire transfer to an account designated by WHX Entertainment.

Consideration for Covenants. The consideration for the promises and covenants contained herein is as set forth in the Asset Purchase Agreement and other good and valuable consideration.

Consideration for Covenants. Employee acknowledges that Employee has received good and valuable consideration for the promises that Employee makes under this Agreement, including without limitation employment by the Company, continued employment by the Company, compensation received from the Company, and/or, as applicable, awards under the Company’s 2017 Incentive Plan and any predecessor or successor thereto.

Consideration for Covenants. The Covenantor further acknowledges that he will receive substantial direct and indirect benefit from the consummation of the transactions contemplated by the Asset Purchase Agreement and related documents and that, but for his agreeing to be bound by such provisions, the Buyer would be unwilling to enter into the Asset Purchase Agreement or to consummate the transactions contemplated thereby. This Agreement has been made with the expectation that the Covenantor will not engage in the activities restricted within the Restricted Territory during the Non-Compete Period as set forth in Sections 1.1 and 1.2 above (such activities being the “Restricted Activities”). The Covenantor shall be liable for the Buyer’s costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred in enforcing its rights and remedies in the event of an intentional breach by the Covenantor.

Consideration for Covenants. In consideration for the covenants set forth in Sections 8(a) and 8(b), the Corporation shall continue to pay Executive his Base Salary and Guaranteed Bonus then in effect at the time of termination of employment for the Non-Compete Period (the "Non-Compete Payments"). If Executive is terminated pursuant to Section 6(a) for "cause", Executive shall be bound by such covenants but the Corporation shall not be obligated to pay Executive the Non-Compete Payments. The Non-Compete Payments shall be made in accordance with the Corporation's usual payroll practice then in effect from time to time but in no event less frequently than monthly. If Non-Compete Payments are not made, Employee shall be free to compete without restriction. The Non-Compete Payments are in addition to any Severance Payment pursuant to Section 6(b) and are required to be paid regardless of whether the Non-Compete Payments are made.