Covenants of Xxxxx. Xxxxx covenants as follows:
Covenants of Xxxxx. (a) XXXXX covenants and agrees with PFIZER that XXXXX shall maintain in effect the XXXX License Agreement and the UIRF License Agreement and shall not take any actions (or omit to take any actions) that would result in a breach of the XXXX License Agreement or the UIRF License Agreement or any termination of either such agreement prior to the applicable stated term of such agreement in effect as of the date hereof. XXXXX agrees that it shall not amend, modify or supplement the XXXX License Agreement or the UIRF License Agreement, or waive any terms or conditions thereunder, that would have an adverse effect on PFIZER’s rights hereunder, without the prior consent of PFIZER. XXXXX shall provide to PFIZER advance notice as is reasonable under the circumstances (but in any event not less than five (5) calendar days) of any amendment, modification, supplement or waiver of the XXXX License Agreement or the UIRF License Agreement that has a material effect on PFIZER’s rights hereunder. In addition, XXXXX shall not sell, assign, convey, pledge, hypothecate or otherwise transfer the XXXX License Agreement or the UIRF License Agreement or XXXXX’x rights or obligations thereunder, or otherwise make any commitment in a manner that conflicts with PFIZER’s rights hereunder without the prior consent of PFIZER. XXXXX shall immediately notify PFIZER upon receipt by XXXXX or its Affiliates of any notice from any of the parties to the XXXX License Agreement or the UIRF License Agreement (other than Xxxxx) of any actual or alleged default or breach or of such party’s intent to terminate the XXXX License Agreement or the UIRF License Agreement, respectively, exercise such party’s respective rights or remedies thereunder, or otherwise take any action that may adversely affect PFIZER’s rights under this Agreement.
Covenants of Xxxxx. Xxxxx covenants and agrees with Seminis that, at all times from and after the date hereof until the Closing, Savia will not sell, dispose, or otherwise transfer, or incur any lien or other interest on, the 16,688 shares of Class C Preferred Stock, the Cash Obligation or the Dividends, other than pursuant to the Pledge Agreement. Savia will comply with all covenants and provisions of this Article V, except to the extent Seminis may otherwise consent in writing.
Covenants of Xxxxx. 8.1 Xxxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxx further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is regional in scope; that its goods and services are marketed throughout a nine-state region, and that the Company competes with other organizations that are or could be located in any of the states in which the Company does business.
Covenants of Xxxxx. XxXXX covenants and agrees with cxDA as follows:
Covenants of Xxxxx. Except as otherwise first approved in writing by PHMD or as otherwise set forth in this Agreement, XXXXX covenants and agrees with PHMD that interval, if any, between the date hereof and the Closing Date or the termination of this Agreement in accordance with its terms:
Covenants of Xxxxx. Xxxxx hereby covenants and agrees with Sellers that Xxxxx shall use its continuing best efforts to have Sellers removed as guarantors of the loans made to CSI listed on Schedule 6.01 attached hereto.
Covenants of Xxxxx. Xxxxx hereby covenants and agrees with Xxxxxxxxx as follows:
Covenants of Xxxxx. Xxxxx covenants and agrees with Arcelor as follows:
Covenants of Xxxxx. During the period from the date of the Original Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Xxxxx agrees (except to the extent that CompCore shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it. Xxxxx shall promptly notify CompCore of any event or occurrence not in the ordinary course of business of Xxxxx where such event or occurrence would result in a breach of any covenant of Xxxxx set forth in this Agreement or cause any representation or warranty of Xxxxx set forth in this Agreement to be untrue as of the date of, or giving effect to, such event or occurrence. Except as expressly contemplated by this Agreement, Xxxxx shall not, without the prior written consent of CompCore: (a) Grant any options under any employee plan of Xxxxx (except for options and rights to purchase shares of Xxxxx Common Stock granted under the Xxxxx Option Plans and the Xxxxx Purchase Plan, in the ordinary course of business and consistent with past practices), accelerate, amend or change the period of exercisability under any outstanding options, or authorize cash payments in exchange for any options granted under any of such plans except as required by the terms of such plans or any related agreements in effect as of the date of this Agreement; (b) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue 22
