Additional Covenants of Purchaser. Purchaser covenants and agrees as follows:
Additional Covenants of Purchaser. During the period from the date hereof to the Closing, Purchaser shall not:
(a) make, other than with respect to dividends on Purchaser Common Stock in the ordinary course consistent with past practice (which, for the avoidance of doubt, shall include any increases to dividends on Purchaser Common Stock consistent with past practice), any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of Purchaser Common Stock (except for dividends or other distributions by any direct or indirect wholly-owned Subsidiary to Purchaser or to any wholly-owned Subsidiary of Purchaser), or, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), any repurchase or other acquisition by Purchaser of any outstanding shares of Purchaser Common Stock (other than repurchases or other acquisitions by Purchaser of Purchaser Common Stock in open market transactions at market prices or in connection with an accelerated share repurchase transaction at market prices); or
(b) enter into any agreement to acquire another business or effect any transaction that is reasonably likely to result in the failure to satisfy the conditions set forth in Section 5.1(a) or 5.2(c).
Additional Covenants of Purchaser. Purchaser hereby agrees with and covenants to Seller that prior to consummation of the Transactions or the termination or expiration of this Agreement pursuant to its terms, unless Seller shall otherwise consent in writing, Purchaser shall not take any action which would cause any of Purchaser's representations and warranties set forth in Article 6 to be false as of the Closing in any material respect.
Additional Covenants of Purchaser. Purchaser covenants to Seller that, for a period of three years from this Contract:
A. Corporate Existence. Purchaser shall maintain its corporate existence and qualification and the Purchaser shall not amend its Articles of Incorporation if such amendment would adversely effect the rights of Seller as a stockholder of Purchaser.
Additional Covenants of Purchaser. Except as may be required pursuant to applicable Legal Rules, for so long as any amounts remain outstanding under the Notes, Purchaser shall not, without the prior written consent of Sellers, which shall not be unreasonably withheld or delayed, (i) sell, license or otherwise transfer to any Person its rights in or to any of the Included Assets (except for sales of finished products in the ordinary course of business and except for pledges of Included Assets to lenders providing financing to Purchaser) or (ii) cease or materially curtail its manufacturing or marketing of any of the Included Products. Notwithstanding the foregoing, Purchaser may transfer those Included Assets set forth on Schedule 6.6(a) to Ronco IP Management Inc., a Delaware corporation ("RIM"), an Affiliate of Purchaser; provided, however, that (A) concurrently with such transfer RIM assumes, pursuant to a writing duly executed by RIM and delivered to Sellers, a portion of the obligations of Purchaser under the Notes in the amounts set forth on Schedule 6.6(b) and (B) RIM agrees in a writing duly executed by RIM and delivered to Sellers to be bound by the provisions of this Agreement as an additional Purchaser.
Additional Covenants of Purchaser. 50 SECTION 7.16
Additional Covenants of Purchaser. In addition to the other covenants of Purchaser set forth in this Agreement, Purchaser hereby covenants and agrees with Sellers as follows:
(a) Purchaser shall cooperate with Sellers at no material cost to Purchaser to obtain those Sellers' Required Consents to be obtained from third parties, which obligation shall include, without limitation, promptly providing all information reasonably requested by such third parties and making Purchaser's representatives available to meet with such third parties. Purchaser shall further use commercially reasonable efforts (but at no material cost to Purchaser) to assist Sellers in obtaining the estoppel certificates described in Section 10(h) above. Regardless of whether Purchaser performs its obligations under this Section 11(a), however, receipt of certain of Sellers' Required Consents and certain of the estoppel certificates to be requested by Sellers under Section 10(h) above shall remain conditions to Purchaser's obligation to consummate the Closing as provided in Sections 15.1(f) and 15.1(h) below.
(b) Purchaser shall give Winmar Co., as agent for Sellers, written notice of Purchaser's receipt of each of Purchaser's Required Consents promptly after it receives same. Not later than 5:00 p.m., Seattle, Washington time on December 18, 1998, Purchaser shall give Winmar Co., as agent for Sellers, notice stating whether Purchaser has or has not obtained all Purchaser's Required Consents. If Purchaser has not by such time received all Purchaser's Required Consents and so notified Winmar Co., as agent for Sellers, unless Purchaser's notice states that Ontario's Board of Trustees has rejected the purchase contemplated hereby (a "Rejection Notice"), Sellers shall have the right, by written notice given to Purchaser within five (5) days after such date, either to extend by not more than thirty (30) days the period within which all Purchaser's Required Consents shall be obtained or to terminate the Agreement, whereupon the Agreement shall be terminated, except for Purchaser's obligations under Section 5.4 and such other provisions of the Agreement that, by their terms, survive termination, and Winmar Co., as agent for Sellers, shall promptly direct Escrow Agent to return the Deposit to Purchaser. If Purchaser delivers to Winmar Co., as agent for Sellers, a Rejection Notice or if Purchaser has not received all of Purchaser's Required Consents prior to expiration of such extended period, this Agreement shall be terminated, exc...
Additional Covenants of Purchaser. Purchaser further covenants and agrees that:
(a) all rights to indemnification existing in favour of present and former directors and officers of (i) QAT or (ii) any corporation of which QAT is or was a shareholder or creditor and who are serving or did serve at QAT's request, as provided by contract, in QAT's articles or by-laws or in similar documents of any of QAT's subsidiaries in effect as of the date of this Agreement with respect to matters occurring prior to the Effective Date, shall survive the completion of the Arrangement and shall continue in full force and effect without modification for a period of not less than the later of their terms, if any, or the statutes of limitations applicable to such matters, and Purchaser further unconditionally and irrevocably covenants and agrees to be jointly and severally liable with QAT for the performance of this covenant following the Effective Date; and
(b) QAT shall be permitted to secure "run off" directors' and officers' liability insurance for QAT's and its subsidiaries' current and former directors and officers, covering claims made prior to or within six years after the Effective Date which has a scope and coverage substantially equivalent in scope and coverage to that provided pursuant to QAT's and its subsidiaries' current directors' and officers' insurance policies and Purchaser agrees to not take any action to terminate or otherwise adversely affect or alter such directors' and officers' insurance.
Additional Covenants of Purchaser. 40 10.17. Additional Covenants of Seller...........................................40
Additional Covenants of Purchaser. Purchaser hereby agrees with and covenants to Seller that:
(a) Prior to consummation of the Transactions or the termination or expiration of this Agreement pursuant to its terms, unless Seller shall otherwise consent in writing, Purchaser shall not take or suffer to be taken any action which would cause any of Purchaser's representations and warranties set forth in ARTICLE 5 to be inaccurate or incorrect in any material respect as of the Closing; and
(b) If the Closing occurs and if, and to the extent that, the assignment to and assumption by Purchaser of the LTSAs pursuant to this Agreement effects a transfer to Purchaser of any prepayments, credits or refunds that constitute Excluded Assets, Purchaser shall promptly pay to Seller any amounts as, when and to the extent realized by Purchaser, in respect of such Excluded Asset.
