Affirmative Covenants of Buyer. For so long as the Buyer has any --------------------------------- outstanding obligations under this Agreement, the Buyer will:
(i) Punctually, in accordance with the terms hereof, pay or cause to be paid all sums required to be paid by the Buyer pursuant hereto.
(ii) provide prompt written notice to the Seller of the occurrence of one or more events which constitute or which, with the giving of notice or the lapse of time or both, would constitute a (A) breach of any representation, warranty or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default or an Event of Mandatory Acceleration under the Buyer Note;
(iii) pay and discharge at or before maturity, all of its material obligations and liabilities, including without limitation, tax liabilities, except where the same is contested in good faith by appropriate proceedings, and will maintain in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the same;
(iv) comply in all material respects with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities, except where the necessity of complying therewith is being contested in good faith by appropriate proceedings;
(v) maintain proper books and records of accounts, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities and permit representatives of the Seller, at the Seller's expense, to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, employees and representatives, all at such reasonable times as may be determined by the Seller;
(vi) diligently protect the Buyer's rights in and to all intellectual property in which the Buyer has an interest, including without limitation, all intellectual property rights being acquired by the Buyer pursuant to this Agreement; and
(vii) use its good faith efforts to promote, sell, market and distribute the Travel related software products so as to maximize amounts payable to the Seller pursuant to Section 2(c) hereof.
Affirmative Covenants of Buyer. Between the date hereof and the Closing Date, except as otherwise expressly provided herein, Buyer will:
(a) use best efforts to cause all conditions to Seller's obligation to close to be satisfied;
(b) promptly inform Seller in writing of any variances from the representations and warranties contained in Article 6 hereof;
(c) continue to abide, and shall cause its Affiliates to continue to abide, with the terms and conditions of the confidentiality agreement previously entered into between Seller and Nutraceutical International Corporation; and
(d) upon Seller's reasonable request, promptly make available to Seller, all non-confidential information with respect to Buyer, Nutraceutical International Corporation or any of its Subsidiaries as may be reasonably requested by Seller in order to assist Seller in preparing any information statement or other disclosure document to be disseminated to Seller's stockholders to obtain any stockholder approvals necessary in connection with the transactions contemplated by this Agreement or the transactions contemplated hereby.
Affirmative Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Target shall have been obtained, and except as otherwise expressly contemplated herein, Buyer covenants and agrees that it shall, and shall cause each of its Subsidiaries to, (a) operate its business only in the usual, regular and ordinary course, (b) use all reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises, and (c) take no action which would (i) materially adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (ii) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement.
Affirmative Covenants of Buyer. 29 8.1 Action..........................................................29 8.2 Confidentiality.................................................29
Affirmative Covenants of Buyer. Buyer agrees that, from the date hereof, through and including the Closing, Buyer shall:
Affirmative Covenants of Buyer. Buyer covenants that it will, in ------------------------------ selling Shares pursuant to the registration statement described in 7A(a), (i)comply with all trading windows as they are then applicable to Company employees (provided such restrictions are provided to Buyer in writing at least twenty days prior to any such restricted period), (ii) not sell, in any quarter, more than _____ [15%] Shares, (iii) not sell, on any day, more than ______[2%] Shares, and (iv) not sell any Shares until the date which is one year from the date hereof; provided, however, the foregoing restrictions (ii) and (iii) shall no longer be applicable if the Company (x) becomes 60 days in arrears on amounts owing to Buyer under Section 7 of the E-Commerce Agreement, (y) if the E- Commerce Agreement is otherwise no longer in force and effect, or (z) at any time when the Form S-3 is not effective pursuant to 7A(a).
Affirmative Covenants of Buyer. Until the satisfaction in full of the Obligations, Buyer shall: (a) Preserve and maintain its separate corporate existence and all material rights, franchises, licenses and privileges necessary to the conduct of its business; and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization, except in each case to the extent that the failure to be or remain so qualified could not reasonably be expected to have a material adverse effect on the ability of Buyer to satisfy its obligations under the Note.
Affirmative Covenants of Buyer. Buyer covenants and agrees that prior to the Closing Date, it has or will file all reports and filings required to be filed by Buyer under Sections 13, 14 and 15(d) of the Exchange Act, together with all other reports and filings necessary to have available "current public information" as defined in Rule 144 under the rules and regulations promulgated under the Securities Act. Buyer knows of no reports or filings required to be filed by officers, directors, shareholders or their affiliates under the Exchange Act which have not been filed.
Affirmative Covenants of Buyer. Prior to the Closing the Buyer will:
(a) Establish a stock appreciation rights plan or other similar program satisfactory in form and substance to the Buyer and the Shareholder relating to the equivalent of 10 percent of the common stock of the Buyer. Such rights shall be allocated among existing management employees of the Seller (who become employees of Buyer at Closing) on a basis mutually satisfactory to the Parties;
(b) Make all filings required by Legal Requirements to be made by them to consummate the Contemplated Transactions;
(c) Cooperate with Shareholder (i) with respect to all filings that Shareholder is required by Legal Requirements to make in connection with the Contemplated Transactions, and (ii) in obtaining all consents identified in SCHEDULE 4.04; provided that this Agreement will not require Buyer to dispose of or make any change in any portion of its business or to incur any other burden to obtain a Governmental Authorization;
(d) Except as set forth in the proviso to Section 3.03(c), use its Best Efforts to cause the conditions in Article II to be satisfied;
(e) Establish a health benefit plan to provide hospital and medical benefits for employees of the Seller; and
(f) Promptly inform the Seller and Shareholder in writing of any variances from the representations and warranties contained in Article V of this Agreement.
Affirmative Covenants of Buyer. From and after the date of this Agreement to the Closing Date, except as otherwise consented to in writing by the Company, Buyer shall:
(i) promptly inform the Company in writing of any variances from the representations and warranties contained in Section 7 (which notification shall not be deemed to amend any disclaimers made therein or cure any breach thereof) or of any facts, circumstances or conditions which are likely to result in the Sellers' conditions to Closing not being satisfied by the date contemplated in Section 11(a)(iii);
(ii) permit representatives and agents of the Sellers and the Company to have reasonable access (upon reasonable notice, during normal business hours) to Buyer's books, records, property, facilities, customers, suppliers, sales representatives, consultants, key employees and independent accountants ("Buyer's Information") in connection with Sellers' and the Company's due diligence review of Buyer, provided that each of the Company, the Sellers, the Principals, and each party given such access shall not, directly or indirectly, use for its or his own purposes or disclose to any third party any Buyer's Information without the prior written consent of Buyer, unless and to the extent that (a) the Buyer's Information becomes widely and generally known to and available for use by the hotel and hospitality industry other than as a result of any such party's acts or omissions to act or (b) such party is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Buyer's Information (provided that in such case, such party shall promptly inform Buyer of such event, shall cooperate with Buyer in
(iii) use commercially reasonable efforts to obtain all third party and governmental approvals and consents necessary or desirable to consummate the transactions contemplated hereby and to cause the other conditions to Buyer's obligations hereunder to be satisfied.
