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Covenant
Covenant contract clause examples

Covenant. Neither Party shall take any action, nor shall either Party permit its Affiliate to take any action, that would subject either Party or its Affiliates to liability or penalty under any laws, rules, regulations or decrees of any governmental authority, including any applicable anti-bribery or anti-corruption law including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the U.K. Bribery Act 2010 (the “UK Bribery Act”). Among other things, neither Party shall directly or indirectly offer, pay, promise to pay, or authorize the offer, payment or promise of any advantage, financial or otherwise, or thing of value to any representative or agent of a governmental authority while knowing or having reason to know that all or a portion of such advantage or thing of value would be offered, given, or promised to such representative or agent of a governmental authority for the purposes of (a)(i) influencing any act or decision of such any representative or agent of a governmental authority in his or her official capacity or (ii) rewarding the improper performance by any Person of its business or official activities; or (b) assisting either Party or its Affiliates in obtaining or retaining business or a business advantage for any member of a either Party or its Affiliates. Furthermore, each Party and its respective Affiliates shall conduct its business in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and institute and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

Covenant. The Parties hereby covenant and agree to use commercially reasonable efforts to reach a mutually satisfactory agreement on an amendment to Exhibit A to the License Agreement as soon as practicable after the Amendment Effective Date and before [***].

Covenant. I agree that during the course of my employment and for twelve (12) months following the termination of my relationship with the Company (the “Noncompetition Period”) for any reason, I will not, without the prior written consent of the Company, (i) serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate myself with any business, (a) in competition with the Company’s business at the time my relationship with the Company terminated or (b) competing in any other line of business that I knew or had reason to know the Company had formed an intention to enter. This covenant shall not prohibit me from owning less than one percent of the securities of any company that is publicly traded on a nationally recognized stock exchange. The foregoing covenant shall cover my activities in every part of the Territory in which I may conduct business during the term of such covenant as set forth above. “Territory” shall mean (i) all counties in the State of Texas, (ii) all other states of the United States of America and (iii) all other countries of the world; provided that, with respect to clauses (ii) and (iii), the Company maintains non-trivial operations, facilities, or customers in such geographic area prior to the date of the termination of my relationship with the Company.

Covenant: During the continuance of a Covenant Compliance Event, permit the Consolidated Fixed Charge Coverage Ratio, tested monthly on a trailing twelve month basis commencing with the Fiscal Month immediately prior to the date that the Covenant Compliance Event occurs, during the Fiscal Years set forth below to be less than 1:0:1.0.6

Covenant. Each Party hereby covenants to the other Party that it will not, and will not permit its Affiliates, (Sub)licensees or anyone acting on its or their behalf to, grant or otherwise convey to any Third Party any rights that would interfere or be inconsistent with such other Party’s rights hereunder.

Covenant. Concurrently with the execution of the definitive modification agreement (the “Modification Agreement”) contemplated by the Binding Forbearance Term Sheet entered into as of December 28, 2017 (the “Modification Term Sheet”), Holdings shall deliver to the Agent and the Lender an amendment to the JV Promissory Note in form and substance satisfactory to PDL in its sole discretion providing that the JV Seller shall agree to defer $50,000 of each $100,000 quarterly amortization payment due under the JV Promissory Note from January 1, 2018 through the termination of the “Modification Period” (as defined in the Modification Term Sheet or the Modification Agreement, whichever is then in effect).

Covenant. Each Holder (on a several and not joint basis) agrees to indemnify and hold harmless the Trustee and the Collateral Agent from and against any and all damages, losses, costs and expenses (including, without limitation, legal fees and expenses) arising or resulting from reliance upon the representations and warranties by such Holder set forth in this SECTION 4.

“4. Covenant. The Parties hereby covenant and agree to use commercially reasonable efforts to reach a mutually satisfactory agreement on an amendment to Exhibit A to the License Agreement as soon as practicable after the Amendment Effective Date and before [***].”

Covenant. I agree that during the course of my employment and for twelve (12) months following the termination of my relationship with the Company (the “Noncompetition Period”) for any reason, I will not, without the prior written consent of the Company, (i) serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate myself with any business, (a) in competition with or otherwise similar to the Company’s business at the time my relationship with the Company terminated or (b) competing in any other line of business that I knew or had reason to know the Company had formed an intention to enter. This covenant shall not prohibit me from owning less than one percent of the securities of any company that is publicly traded on a nationally recognized stock exchange. The foregoing covenant shall cover my activities in every part of the Territory in which I may conduct business during the term of such covenant as set forth above. “Territory” shall mean (i) all counties in the State of Texas, (ii) all other states of the United States of America and (iii) all other countries of the world; provided that, with respect to clauses (ii) and (iii), the Company maintains non-trivial operations, facilities, or customers in such geographic area prior to the date of the termination of my relationship with the Company.

Covenant. Arcus will use commercially reasonable efforts to [***].

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