Additional Seller Covenants. Seller, on behalf of itself, its Affiliates, and its successors and assigns covenants and agrees that it shall not transfer, assign, sublicense or otherwise grant to any third party, rights to use any of the rights under the Retained Patents or Know-How in the Human RFID Field.
Additional Seller Covenants. Seller agrees that, until the expiration of the Survival Period, Seller shall (a) not initiate or commence any proceeding for the dissolution or winding-up of the business of Seller, and (b) retain (and not distribute to its constituent members or principals) cash or other liquid assets of not less than $250,000.
Additional Seller Covenants. Beginning on the Effective Date and until the earlier of the Closing or the termination of this Agreement, Seller covenants and agrees as follows:
Additional Seller Covenants. From and after the signing of this Agreement (or, with respect to any Joining Seller, such later time as such Joining Seller executes a counterpart signature page) and until the Closing or the earlier termination of this Agreement, the Sellers covenant and agree with the Purchaser that:
(a) None of the Sellers shall dispose of any interest in the Company Securities or any of them or grant any option over or create or allow to exist any Lien over the Company Securities or any of them.
(b) The Sellers shall not vote in favor of any shareholders’ resolution without the prior written consent of the Purchaser.
Additional Seller Covenants. The following new subsections are added to Section 9.3:
Additional Seller Covenants. (a) Nondiscrimination/Non-Preference. Seller shall not, and shall not cause or allow its subcontractors to, discriminate against or grant preferential treatment to any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity or national origin. This prohibition applies to recruiting, hiring, demotion, layoff, termination, compensation, fringe benefits, advancement, training, apprenticeship and other terms, conditions, or privileges of employment, subcontracting and purchasing. Seller will inform all subcontractors of these obligations. This prohibition is subject to the following conditions: (i) the prohibition is not intended to preclude Seller from providing a reasonable accommodation to a person with a disability; (ii) the City’s Compliance Officer may require Seller to file, and cause any Seller’s subcontractor to file, reports demonstrating compliance with this section. Any such reports shall be filed in the form and at such times as the City’s Compliance Officer designates. They shall contain such information, data and/or records as the City’s Compliance Officer determines is needed to show compliance with this provision.
Additional Seller Covenants. (a) Seller and its directors, officers, employees, agents and representatives will not engage in discussions with or provide information to, or enter into any agreement or binding commitment to or in respect of, the Disposition of any Shares to any third Person from the date hereof until the earlier of termination of this Agreement pursuant to Section 6.3 and the Closing. From the date hereof until the earlier of termination of this Agreement pursuant to Section 6.3 and the Closing, Seller will be prohibited from Disposing of, or entering into any agreement to Dispose of, any or all of the Shares, except pursuant to the Auction in accordance with this Agreement or as provided in Section 5.4(b). Seller will use all reasonable efforts to enforce its rights under the provisions of any “standstill” or similar agreement between Seller and any Person (other than Buyer) with respect to the Shares, and will not grant any waiver of, or agree to any amendment or modification to, any such agreement, to permit such Person to submit a bid in the Auction or otherwise acquire any or all of the Shares, provided, however, that Seller will not be obligated to commence litigation or other adversary proceedings in connection therewith unless, provision has been made reasonably satisfactory to Seller for the reimbursement of its costs therein by Buyer.
(b) Notwithstanding any other provision hereof, Seller may, upon not less than five Business Days’ notice to Buyer, sell up to a total of 2.5 million Shares in open-market transactions from time to time if Seller determines that so doing is appropriate to maintain a public market for Class A shares of the Company. In such event, (i) the costs and proceeds thereof will be borne or inure solely by or for the benefit of Seller, (ii) the number of Shares to be sold to Newco hereunder will be reduced by the number of shares sold by Seller in such open-market transactions, and (iii) the Purchase Price will be reduced by an amount equal to the product of $65 and the number of Shares sold by Seller in such open-market transactions. In addition, if any Shares are sold by Seller in such open-market transactions, the Buyer Termination Fee, Shareholder Approval Termination Fee and Seller Termination Fee will be proportionally adjusted to equal 8% (or, solely in the event the Buyer Termination Fee is payable pursuant to clause (B) of Section 7.10(b)(i), 4%), 2% and 5%, respectively, of the reduced Purchase Price.
(c) Prior to the Closing, Se...
Additional Seller Covenants. (a) Section 8.7(a) of the Seller Disclosure Schedule lists all of the patents and patent applications developed in Seller’s nasal delivery technology program which claim formulations consisting of a particular active pharmaceutical ingredient (“API”) or class of APIs together with excipients (the “Nasal Formulation Patents”). In furtherance of its undertaking to amend as promptly as practicable any patent or patent application included in the Non-Assert IP in order to remove all Carbetocin Claims (as such terms are defined below), Seller hereby perpetually covenants, warrants and agrees that it will not (and will cause its Affiliates, successors, and assigns not to) commence or pursue any action or proceeding claiming infringement of a Nasal Formulation Patent based on the manufacture, use, development, sale, offer for sale, import or other commercialization by Purchaser or any of its Affiliates or licensees, successors or assigns of either (A) the Compound or (B) a Product which is a formulation consisting solely of the Compound as the API together with excipients.
(b) Subject to paragraph (c) of this Section 8.7, Seller hereby covenants, warrants and agrees that, for a period of ten (10) years following the Closing Date:
(i) it will not (and will cause its Affiliates, successors and assigns not to) pursue the prosecution of any claims in the Non-Assert IP which are specifically directed to the composition of matter of the Compound or the development, manufacture or commercialization of the Compound or the Product (the “Carbetocin Claims”) and will amend as promptly as practicable any patent or patent application included in the Non-Assert IP in order to remove all Carbetocin Claims;
(ii) it will not (and will cause its Affiliates not to) include, or pursue the prosecution of, any claim in any patent or patent application filed after the date hereof which is a Carbetocin Claim;
(iii) it will not (and will cause its Affiliates not to) directly or indirectly, individually or as a partner or other owner or participant in any business entity or joint venture, for itself or for the benefit of any unrelated third party, engage in the manufacture, use, development, sale, offer for sale, import or other commercialization of the Compound or the Product; and
Additional Seller Covenants. On, as of the Effective Date, and upon Delivery, Seller hereby represents and warrants to Buyer as follows:
10.3.1 At the time of Delivery, Seller shall convey title to any and all of the RECs Delivered to Buyer in accordance with this Agreement free and clear of any and all liens or other encumbrances or title defects and Seller further represents that any and all of the RECs represent generation from a generation facility that has been qualified by the Authority as eligible to produce RECs pursuant to the Renewable Portfolio Standard and that such Facility is substantially as described in the Cover Sheet. Upon each Delivery, Seller represents and FOR warrants to Buyer that (A) it has sold and transferred the RECs once and only once exclusively to Buyer; (B) the RECs and any other Environmental Attributes sold hereunder have not expired and have not been, nor will be sold, retired, claimed or represented as part of electricity output or sale, or used to satisfy any renewable energy or other carbon or renewable generation attributes obligations under the RPS or in any other jurisdiction; (C) that it has made no representation, in writing or otherwise, that any third-party has received, or has obtained any right to, such RECs that are inconsistent with the rights being acquired by Buyer hereunder, including, but not limited to, any right to use the RECs to meet the renewable energy requirements in any other state or jurisdiction, or under any other renewable energy program; and (D) the RECs, as applicable, meet statutory requirements as they existed as of the Effective Date.
10.3.2 Seller warrants that as of the initial Delivery date and continuing thereafter, the Facility will be qualified to produce Connecticut Class I Renewable Energy Credits that meet the requirements of the Facility as elected on the Cover Sheet.
Additional Seller Covenants. Seller covenants as follows:
(a) That until Closing or any earlier termination of this Agreement, Seller will not negotiate the terms of, entertain, solicit or enter into a contract for the sale or lease of the Property or any interest therein to any other person or enter into any discussions regarding same, whether or not such transaction is contingent on the termination of this Agreement. The foregoing shall not apply to negotiations with customers of Seller or its affiliates for space in the Property.
(b) Except as requested by Buyer, not undertake to modify the zoning classification of the Real Property.
(c) Seller shall use commercially reasonable efforts to promptly provide Buyer with copies of all notices sent or received by Seller and to notify Buyer of any other material discoveries or events occurring at the Property.
(d) Buyer shall not assume any of the contracts pertaining to the operation of the Property, including all management, leasing, service, or maintenance agreements or equipement leases (the “Service Contracts”) and the Seller shall cause the tenant under the Equinix Lease to assume all Service Contracts. Seller shall indemnify and hold Buyer harmless from any costs, damages, liabilities or expenses, including, without limitation, reasonable attorneys fees and expenses, and defend Buyer from any claims arising out of or relating to any Service Contracts. The provisions of this Section 7.3(d) shall survive the Closing.
