Additional Covenants of Buyer. Buyer covenants to and with Acquired Corporation as follows:
Additional Covenants of Buyer. Notwithstanding any other provision hereof, Buyer covenants and agrees that, after the Closing Date, Buyer will not make any modifications to the Purchased Assets or take any action which, in and of itself, results in a loss of the exclusion of interest on the Pollution Control Revenue Bonds issued on behalf of Seller in connection with the Purchased Assets from gross income for federal income purposes under Section 103 of the Code. Actions with respect to the Purchased Assets shall not constitute a breach by the Buyer of this Section 6.12 in the following circumstances:
(i) Buyer ceases to use or decommissions any of the Purchased Assets or subsequently repowers such Purchased Assets that are no longer used or decommissioned (but does not hold such Purchased Assets for sale);
(ii) Buyer acts with respect to the Purchased Assets in order to comply with requirements under applicable federal, state or local environmental or other laws or regulations; or (iii) Buyer acts in a manner the Seller (i.e. a reasonable private provider of electricity of similar stature as Seller) would have acted during the term of the Pollution Control Revenue Bonds (including, but not limited to, applying new technology). In the event Buyer acts or anticipates acting in a manner that will cause a loss of the exclusion of interest on the Pollution Control Revenue Bonds from gross income for federal income tax purposes, at the request of Buyer, Seller shall take any remedial actions permitted under the federal income tax law that would prevent a loss of such inclusion of interest from gross income on the Pollution Control Revenue Bonds. Buyer further covenants and agrees that, in the event that Buyer transfers any of the Purchased Assets, Buyer shall obtain from its transferee a covenant and agreement that is analogous to Buyer's covenant and agreement pursuant to the immediately preceding sentence, as well as a covenant and agreement that is analogous to that of this sentence. In addition, Buyer shall not, without 60 days advanced written notice to Seller (to the extent practicable under the circumstances), take any action which would result in (x) a change in the use of the assets financed with the Pollution Revenue Control Bonds from the use in which such assets were originally intended, or (y) a sale of such assets separate from the generating assets to which they relate, provided that no notice is required of the events set forth in clauses (i), (ii), or (iii) above. This coven...
Additional Covenants of Buyer. Buyer will perform all obligations required or desirable to be performed by it under this Agreement and will do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and without limiting the generality of the foregoing, Buyer will:
(a) use commercially reasonable efforts to obtain approval of the Buyer shareholders and the Exchange in accordance with the terms of this Agreement; and
(b) use commercially reasonable efforts to satisfy all conditions set forth in section 9.3 of this Agreement.
Additional Covenants of Buyer. In addition to the other obligations of Buyer under this Agreement, Buyer covenants that during the Term (including any extensions or renewals thereof, unless expressly provided otherwise):
Additional Covenants of Buyer. Notwithstanding any other provision hereof, Buyer covenants and agrees that, after the Closing Date, Buyer will not make any modifications to the Purchased Assets or take any action which would result in a loss of the exclusion of interest on the pollution control bonds issued on behalf of Penelec or NYSEG in connection with the Purchased Assets from gross income for federal income purposes under Section 103 of the Code. Buyer further covenants and agrees that, in the event that Buyer transfers any of the Purchased Assets, Buyer shall obtain from its transferee a covenant and agreement that is analogous to Buyer's covenant and agreement pursuant to the immediately preceding sentence, as well as a covenant and agreement that is analogous to that of this sentence. This covenant shall survive Closing and shall continue in effect so long as the pollution control bonds remain outstanding.
Additional Covenants of Buyer. Until such time as the entire principal amount, subject to any restrictions and limitations stated herein, of, and all accrued, unpaid interest on, this Note shall have been irrevocably paid in full, Buyer will, and will cause M2P2 to, observe the following covenants unless Seller shall otherwise consent in advance and in writing:
(a) None of the Companies or the Company Subsidiaries will, nor will Buyer cause or permit any of the Companies or the Company Subsidiaries to, create, incur, assume, or suffer or permit to exist any additional Indebtedness (as defined below), except:
(i) Indebtedness to suppliers and other trade creditors of the Companies and the Company Subsidiaries incurred in the ordinary course of business;
(ii) Indebtedness to Farm Credit Services of America, PCA and Farm Credit Services of America, FLCA (the “Lenders”) or any bank or other commercial or institutional lender who may provide financing to the Companies or the Company Subsidiaries from time-to-time, provided, however, that the maximum amount of such Indebtedness may not exceed 120% of the Indebtedness of M2P2 Operations existing or available as of the Execution Date under the Credit Agreement dated as of June 7, 2006 by and between the Lenders and M2 P2, TS Finishing, LLC, New York Finishing, LLC, Pork Technologies, LLC, New Colony Farms, LLC, Heritage Farms, LLC, Heritage Land, LLC, Genetics Operating, LLC, M2P2 Facilities, LLC, MGM, LLC, M2P2 General Operations, LLC, New Colony Land Company, LLC and M2P2 AF JV, LLC, as amended, supplemented, restated or modified from time to time (the “Credit Agreement”); and
(iii) Indebtedness of the Companies and the Company Subsidiaries in existence as of the date hereof.
(iv) For purposes of this Note, “Indebtedness” means, with respect to any Person, any and all obligations of such Person (1) for borrowed money, (2) evidenced by notes, bonds, debentures or similar instruments, (3) under or relating to letters of credit (including any obligation to reimburse the letter of credit issuer with respect to amounts drawn on such instruments), (4) for the deferred purchase price of goods or services (other than trade payables or accruals incurred and paid in the ordinary course of business), (5) under capital leases, (6) with respect to bank overdrafts or otherwise reflected as negative cash in financial statements of such Person, (7) for deferred compensation, (8) to pay any accrued dividends or dividends that have otherwise been declared and ...
Additional Covenants of Buyer. Subject to Section 9.2, Buyer ----------------------------- covenants that, between the date hereof and the Closing Date:
Additional Covenants of Buyer. Buyer hereby covenants and agrees as follows:
Additional Covenants of Buyer. From the date of this Agreement until the Effective Time, unless Seller shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly set forth in Section 5.19 of the Buyer Disclosure Letter or as otherwise expressly provided for or contemplated by this Agreement or as may be required by applicable Law, Buyer shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and shall use its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with all Governmental Entities, customers, employees, suppliers and others having business dealings with it, and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.19 of the Buyer Disclosure Letter or as otherwise expressly provided for or contemplated by this Agreement or as required by applicable Law, from the date hereof until the Effective Time, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
(a) amend or modify the Organizational Documents of Buyer;
(b) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of the Buyer Ordinary Shares or other Equity Interests of Buyer, other than the annual dividends payable by Buyer in respect of the Buyer Ordinary Shares, in an amount per share not to exceed its most recent annual per share dividend (but subject to any increase in the ordinary course of business in an amount required by applicable Law) and with the timing of such dividend to be consistent with past practice, or (ii) split, combine or reclassify, or issue, deliver, sell, grant, dispose of or subject to a Lien any Buyer Ordinary Shares or Equity Interests of Buyer or (iii) repurchase, redeem or otherwise acquire any Buyer Ordinary Shares or other Equity Interests of Buyer, other than acquisitions of Equity Interests of Buyer pursuant to any Buyer Benefit Plan as in effect on the date of this Agreement;
(c) acquire by merging or consolidating with, or by share exchange, or by purchase or by any other manner, any Person (other than...
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