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Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full in cash of the Obligations, such Borrower will comply with the following financial covenant:

Negative Covenant. From the date of its appointment until the Facility Termination Date, the Backup Servicer will not make any changes to the Backup Servicing Fee without the prior written approval of the Administrative Agent (acting at the direction of the Required Lenders) and, so long as no Event of Default or Servicer Termination Event has occurred, the Borrower.

Financial Covenant. (a) Solely in respect of the Revolving Credit Facility, permit the First Lien Net Leverage Ratio as of the last day of any such fiscal quarter of ESI to exceed 5.00 to 1.00 provided that, notwithstanding the foregoing, the financial covenant set forth in this [Section 8.10] shall be tested as of the last day of any such fiscal quarter only in the event that, on the last day of such fiscal quarter, the Total Outstandings (excluding Letters of Credit which have been Cash Collateralized in accordance with this Agreement) is greater than 30.0% of the Total Revolving Credit Commitments (such occurrence, a “Triggering Event”).

Axsome Covenant. Axsome hereby covenants and agrees with Licensee that, during the Term, neither it nor any of its Affiliates, shall grant any license or right with respect to the Licensed Intellectual Property in the Territory which conflicts with the rights granted by Axsome to Licensee under [[Sections 2.1.1 or 2.1.2]2]].

NONCOMPETITION COVENANT. For purposes of this paragraph, the term “Restricted Area” shall mean Florida, Minnesota, New Mexico, Illinois, Louisiana, North Carolina, Saskatchewan, Canada, Brazil, Saudi Arabia, China, India, Paraguay and Peru, as well as any other states or countries where currently has, or may during the Employee’s term of employment hereafter expand its, operations. Activities that are competitive to include, but are not limited to, any business or activity involved in the design, development, manufacture, sale, marketing, production, distribution, or servicing of phosphate, potash, nitrogen, fertilizer, or crop nutrition products, or any other significant business in which is engaged or preparing to engage as of the date of Employee’s termination.

CONFIDENTIALITY COVENANT. Employee recognizes and acknowledges that during the course of employment with , Employee has had or will have access to trade secret and other confidential information related to the ’s business that Employee agrees to keep confidential at all times. Such confidential information includes, but is not limited to, any and all documents received or generated by or its executives or employees; customer lists, customer records, technical data, internal financial data, customer financial information, information regarding sales, costs, pricing, profits, operation techniques and procedures, service developments or improvements, processes, business and strategic plans, financial forecasts, sales and earnings information and trends, overhead and other costs, accounting information, banking and financing information, product and merchandising information, information concerning offered or proposed products or services, bids, products or services specifications, data, drawings, performance characteristics, features, capabilities and plans, vendor contracts, acquisition targets, development and delivery schedules, customer and supplier contact information, customer preference data, purchasing habits, sales history, computer hardware and software, research and development objectives, information belonging to or provided in confidence by any individual, customer, supplier, trading partner, as well as any other information to which Employee had access solely by reason of Employee’s employment with the , and any other information that derives economic value from being confidential to or trade secrets of (hereinafter “Confidential Information”). With respect to this Confidential Information, Employee agrees as follows:

Covenant Defaults. A Borrower fails to duly perform or observe any obligation, covenant, or agreement on its part contained herein or in any other Loan Document or in any other existing or future agreement (related or unrelated) between any Borrower and the Administrative Agent or any Lender or all Lenders not otherwise specifically constituting an Event of Default under this [Section 8.1] and such failure continues unremedied for a period of thirty (30) Business Days after the earlier of (i)

Negative Covenant. Each Party covenants that it will not knowingly use or practice any of the other Party’s intellectual property rights licensed to it under this [Article 10] in a manner that would constitute infringement or misappropriation of such intellectual property rights except for the purposes expressly permitted in the applicable license grant.

Covenant Breaches. Any Loan Party shall # fail to perform or observe any covenant contained in [Sections 5.01] (with respect to the existence of the Borrower) and 5.07(a) and [Article VI] or # fail to perform or observe any other term or covenant set forth in this Agreement or in any other Loan Document which is not covered by [clause (i) above] or any other provision of this [Section 7.01] if such failure shall remain unremedied for 30 days after the earlier to occur of any Loan Party obtaining knowledge thereof or receiving notice thereof from the Administrative Agent (including at the request of any Lenderthe Majority );

Additional Covenant. Upon the consummation of a Corporate Transaction (as defined in [Section 6(e)]), the Executive shall be granted a restricted stock award of 3,000,000 shares of common stock (the “Shares”) of the Company which shall be fully vested upon the date of issuance and Executive shall be entitled to receive a dividend or any other distribution payable in securities of the Company, cash or other property in connection with the Corporate Transaction, and in each such event, provision shall be made so that the Executive shall receive the kind and amount of securities of the Company, cash or other property which the Executive would have been entitled to receive had the Shares been outstanding as of the consummation date of the Corporate Transaction.

Lyke acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Lyke’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Silva acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Silva’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Restrictive Covenant. During the Restricted Period, except as otherwise provided in the Distribution Agreement with respect to the distribution of the Restricted Products in the Aftermarket, Seller and its Affiliates will not directly or indirectly, sell and service Restricted Products in the Territory. Further, during the period from Closing Date through the two-year anniversary of the Closing Date, except as otherwise provided in the Distribution Agreement with respect to the distribution of the Restricted Products in the Aftermarket or the Transition Services Agreement with respect to the marketing and promotion of, and servicing of and customer training on, the Restricted Products, Seller and its Affiliates will not directly or indirectly, market or promote Restricted Products in the Territory. None of the foregoing provisions in this [Section 4.4] shall restrict Seller from selling, servicing, marketing or promoting, air compressors, servo valves, air dryers, switches, or air suspension controls, that otherwise would fall within the restrictions set forth in this [Section 4.4] to the extent that Seller and its Affiliates market, promote or sell such product as part of a “broader system solution”, unless such “broader system solution” is or is included in an Anti-Lock Braking System (ABS), a Drive Slip Control System (ASR), an Exhaust Brake, an Electronic Brake System (EBS), a Hydraulic or Air Over Hydraulic ABS or Anti Slip Regulation (ASR), a Retarder Control System, a Collision Mitigation System (CMS) or Traction Control. Each of the capitalized terms used in this section without definition shall have the definition set forth on [Exhibit A] within the Restricted Products list.

Holdings Covenant Titan Investment Corporation shall not own any Collateral, incur any liabilities or grant any Liens (including any Lien on its ownership interests in any Borrower) or engage in any business activities other than # administrative activities solely related to its ownership of its Subsidiaries and # activities solely related to the facilitation of Upstream Payments or other Distributions, in each case, permitted by and in accordance with the terms herein; provided, however, that Titan Investment Corporation may engage in any of the restricted actions above (other than granting a Lien on its ownership interests in any Borrower) upon prior written notice thereof to Agent and satisfaction of the requirements set forth in [Section 10.1.9].

Legacy Covenant. Legacy hereby agrees that neither it nor any Affiliate of Legacy shall, without Primary’s prior written consent, # amend the Existing Ag Agreement or any Assigned Downstream Agreement or # execute any waiver, side letter, or similar arrangement with respect to the Existing Ag Agreement, any Assigned Downstream Agreement, or the subject matter of any of the foregoing, that would, in any case, conflict with or contradict the terms of this Agreement or reduce, or adversely affect, Primary’s or its Affiliates’ rights or Legacy’s and its Affiliates’ obligations under this Agreement. Legacy shall provide Primary a copy of any # proposed amendment, side letter, waiver, or similar arrangement concerning the Existing Ag Agreement or any Assigned Downstream Agreement at least ten (10) business days prior to the execution thereof and # amendment, side letter, waiver, or similar arrangement executed by Legacy or any Affiliate thereof concerning the Existing Ag Agreement or any Assigned Downstream Agreement within two (2) business days following Legacy’s or its Affiliates’ execution thereof.

Borrower fails or neglects to perform any obligation in [[Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.8(b), 6.10]0]0]0]0]0]0]]0]0] or violates any covenant in [Section 7]; or

Financial Covenant. The SPV shall maintain at all times a Tangible Net Worth greater than .

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, during any Covenant Testing Period, the Loan Parties shall not permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal month during such Covenant Testing Period and for any Measurement Period, to be less than 1.10 to 1.00.

COVENANT AGAINST LIENS. Tenant shall keep the Project and Premises free from any liens or encumbrances arising out of the work performed, materials furnished or obligations incurred by or on behalf of Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments or costs (including, without limitation, reasonable attorneys' fees and costs) arising out of same or in connection therewith. Except as to Alterations as to which no notice is required under the second sentence of [Section 8.1], Tenant shall give Landlord notice at least ten (10) business days prior to the commencement of any such work on the Premises (or such additional time as may be necessary under applicable laws) to afford Landlord the opportunity of posting and recording appropriate notices of non-responsibility (to the extent applicable pursuant to then applicable laws). Tenant shall remove any such lien or encumbrance by bond or otherwise within ten (10) business days after notice by Landlord, and if Tenant shall fail to do so, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for investigating the validity thereof.

Immediate Covenant Default. The failure of to perform, comply with or observe any term, covenant or agreement applicable to contained in any of [Sections 11(a)] (Preservation of Existence; Compliance with Law); # (ERISA Events); # (Financial Condition Covenants); # (Insurance); # (Illegal Activities.); # (Material Change in Business); # (Limitation on Dividends and Distributions); # (Disposition of Assets; Liens); # (Transactions with Affiliates); # (Organization);(w) (Agency Approvals; Servicing); or (cc) (Trade Assignment); or

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