Affirmative Covenants of Purchaser. Unless the prior written consent of Target shall have been obtained, and except as otherwise contemplated herein, Purchaser shall and shall cause each Purchaser Subsidiary to: (a) operate its business in the usual, regular, and ordinary course; (b) preserve intact its business organization and Assets and maintain its rights and franchises; (c) use its reasonable efforts to cause its representations and warranties set forth in this Agreement to be correct at all times; and (d) take no action which would (i) 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 second sentence of Section 8.1(b) of this Agreement or (ii) adversely affect in any Material respect the ability of either Party to perform its covenants and agreements under this Agreement.
Affirmative Covenants of Purchaser. Except as otherwise consented to by Seller, each of Purchaser and Group covenants that, throughout the period commencing on the date hereof and ending on the Closing Date, it will:
Affirmative Covenants of Purchaser. Purchaser hereby covenants and ---------------------------------- agrees as follows:
5.2.1 [*]
Affirmative Covenants of Purchaser. (a) Purchaser and its Affiliates will hold and keep confidential (and will not use, other than in connection with this Agreement and the transactions contemplated hereby and in contemplation of the Closing) any information provided to Purchaser or any of its Affiliates or any of their representatives pursuant to or in connection with this Agreement by or on behalf of Seller or any of its Affiliates; provided that this Section 4.5 shall not apply to the following:
(i) information that is publicly available or available within the aircraft ground service industry at the time of disclosure (through no act of Purchaser or any of its Affiliates);
(ii) information that is disclosed to Purchaser or any of its Affiliates by a third party which did not disclose it in violation of a duty of confidentiality;
(iii) information that was known to Purchaser or any of its Affiliates before such information was provided to them or their representatives by or on behalf of Seller or any of its Affiliates;
(iv) information that was developed by an employee, agent or contractor of Purchaser or any of its Affiliates independent of (and without any knowledge of) any disclosure to Purchaser or any of its Affiliates or their representatives by or on behalf of Seller or any of its Affiliates;
(v) disclosures that are required to be made by Purchaser or any of its Affiliates under legal process by subpoena or other court order or other applicable laws or regulations, provided that Purchaser or such Affiliate has used all reasonable efforts to afford Seller the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the disclosure required to be so made; or
(vi) after the Closing, any information regarding the Acquired Assets (including, without limitation, the Business) and the Assumed Liabilities. If this Agreement is terminated or the transactions contemplated hereby are not consummated, Purchaser hereby agrees that Purchaser and its Affiliates and their representatives will deliver to Seller, and will retain no copies of, any documents, work papers or other material obtained by, Purchaser or its Affiliates or on their behalf from Seller, or any of Seller's Affiliates or representatives in connection with this Agreement, whether so obtained before or after the execution hereof.
(b) For five (5) years following the Closing Date, Purchaser and its Affiliates will afford to Seller and Seller's accountants, counsel and othe...
Affirmative Covenants of Purchaser. Purchaser shall, as soon as ---------------------------------- practicable but in no event later than the Closing Date, (i)
(a) cause a special meeting of its stockholders to be called to consider and vote upon the amendment of the Certificate of Incorporation of Purchaser to change its name to Safe Alternatives Corporation of America, Inc., effective upon the
(1) cause a special meeting of its board of directors to nominate each of Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx to be nominated to the slate of the proposed board of directors of the Purchaser and (2) cause a special meeting of the stockholders of the Purchaser to be called to consider and approve the election of Messrs. Xxxxxxxx and Xxxxxx as the sole members of the board of directors of the Purchaser, subject only to the consummation of the transactions contemplated hereby.
Affirmative Covenants of Purchaser. Except as expressly contemplated or permitted by this Agreement or as required by applicable law or a Governmental Authority, or with the prior written consent of Seller, during the period from the date of this Agreement to the Effective Time, Purchaser shall, and shall cause each Purchaser Entity to, (a) use commercially reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships, and (b) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Seller or Purchaser or any of their respective subsidiaries to obtain any necessary Regulatory Approvals or to consummate the transactions contemplated hereby.
Affirmative Covenants of Purchaser. Between the date hereof and the Closing Date, except as otherwise expressly provided in this Agreement, Purchaser will:
9.3.1 promptly inform Sellers in writing of any variances from the representations and warranties contained in this Agreement or any breach of any covenant hereunder by Purchaser of which Purchaser becomes aware; and
9.3.2 cooperate with Sellers and use its commercially reasonable efforts to cause the conditions to Sellers obligation to close to be satisfied (including, without limitation, the execution and delivery of all agreements contemplated hereunder to be so executed and delivered).
Affirmative Covenants of Purchaser. Until this Security Agreement has terminated and Secured Party has been paid in full, unless Secured Party waives compliance in writing, Purchaser agrees that:
Affirmative Covenants of Purchaser. So long as the Purchaser shall not have made payment in full of the Purchase Amounts for all Shares purchased hereunder or any other Obligation shall remain unpaid or unsatisfied, unless the Seller waives compliance in writing:
Affirmative Covenants of Purchaser. 12 7.02 Affirmative Covenants of the Company.............................. 12 7.03 Negative Covenants of the Company................................. 13
