Affirmative Covenants of Sellers. On and as of the Closing Date and until this Agreement is no longer in force with respect to any Transaction:
(a) Promptly after obtaining actual knowledge thereof, Sellers shall promptly notify Buyer of any change in their respective business operations and/or financial condition that would be reasonably likely to have a Material Adverse Effect.
(b) Sellers shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the representations set forth in Section 10.
(c) Sellers (i) shall defend the right, title and interest of Buyer in and to the Collateral against, and take such other action as is necessary to remove, the Liens of all Persons (other than security interests by or through Buyer) and (ii) shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in the Purchased Loans subject to any of the Transactions in the event such Transactions are recharacterized as secured financings.
(d) Sellers shall notify (i) Buyer of the occurrence of any Default or Event of Default with respect to either Seller, and (ii) the Depository of the occurrence of any Event of Default with respect to either Seller, in each case, as soon as possible but in no event later than two (2) Business Days after obtaining actual knowledge of such event.
(e) Sellers shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to Buyer (i) any written notice of the occurrence of an “event of default” (however defined) received by either Seller pursuant to the Purchased Loan Documents and (ii) any other information with respect to the Purchased Loans in either Seller’s possession, any Affiliate of either Seller’s possession, or obtainable by either Seller without commercially unreasonable effort or expense as may be reasonably requested by Buyer from time to time.
(f) Sellers will permit Buyer to inspect Sellers’ records with respect to the Collateral and the conduct and operation of their respective business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Sellers, and if no such confidentiality agreement then exists between Buyer and Sellers, Buyer and Sellers shall act in accordance with customary m...
Affirmative Covenants of Sellers. On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, each Seller covenants that:
Affirmative Covenants of Sellers. From the Effective Date through the Closing, except as otherwise provided for in, or contemplated by, this Agreement and, except as consented to or approved by Purchaser in writing (which consent or approval shall not be unreasonably withheld), Sellers covenant and agree to cause Penreco to:
(a) operate its business in the ordinary and usual course in all material respects consistent and in accordance with past practices;
(b) use commercially reasonable efforts to preserve intact its business organizations, maintain its rights and franchises, retain the services of its officers, and maintain satisfactory relationships with its customers and suppliers;
(c) maintain its assets in the ordinary course of business;
(d) comply in all material respects with all applicable Laws, Regulations and Orders that are material to the conduct of their businesses and maintain in full force and effect all Permits necessary for the conduct of its business;
(e) pay all accounts payable and other obligations when they become due and payable in the ordinary course of business;
(f) use commercially reasonable efforts to cause the conditions in ARTICLE IX to be satisfied;
(g) use commercially reasonable efforts to assist Purchaser in Purchaser’s efforts to obtain any consent or approval required under any Environmental Law as a prerequisite to the transfer of ConocoPhillips’ and Zxxxxxxx’x Seller’s Interests to Purchaser;
(h) as soon as practicable following the Effective Date, assist Purchaser, and request Penreco’s independent auditor to assist Purchaser, in (i) the preparation of pro forma or combined financial statements with Purchaser for 2006, for the six months ended June 30, 2007, and for any other periods required under federal securities laws, reflecting the transactions contemplated hereby, and (ii) causing Penreco’s historical audited financial statements as of December 31, 2006, 2005, and 2004, and for each of the periods then ended, to be filed on Form 8-K by Purchaser, including providing any representation letters required by, and consents of, Penreco’s independent auditor. All reasonable out of pocket expenses incurred by Penreco in compliance with this Section 7.4(h), including, but not limited to, fees of Penreco’s independent auditors, shall be borne by Purchaser; and
(i) use commercially reasonable efforts to memorialize in writing all of the terms and provisions of the Severance Agreement and obtain the express, written acknowledgement and agreement of the Sc...
Affirmative Covenants of Sellers. From and after the date of this Agreement and until the Closing, Sellers jointly and severally covenant and agree with Citadel to:
Affirmative Covenants of Sellers. Provided that an Event of Default --- ------------------------------------- has not occurred , the Seller hereby grant to Buyer the right of first refusal to obtain an irrevocable, nonexclusive, nontransferable right and license to make, use and sell any new product or products hereafter developed by Xxxxx Xxxxxxxx, Seller or its affiliates under terms and conditions which the parties may agree, to be negotiated in good faith. (c)
Affirmative Covenants of Sellers. 33 7.4 Pursuit of Consents and Approvals..............................................................34 7.5
Affirmative Covenants of Sellers. Between the date hereof and the Closing, each Seller shall:
(A) maintain the Assets in substantially the state of repair, order and condition as on the date hereof, reasonable wear and tear or loss by insured casualty excepted;
(B) maintain in full force and effect all Licenses currently in effect with respect to either Seller or the Business;
(C) maintain in full force and effect the insurance policies and binders currently in effect with respect to each Seller, or replacements thereof approved by Buyer (such approval not to be unreasonably withheld);
(D) use its reasonable efforts to preserve intact its present business operations and organization; keep available the services of its present employees and agents; and maintain its relations and good will with patients, suppliers, vendors, employees, and any others having business relating to it;
(E) maintain all of the books and records relating to each Seller in accordance with its past practices;
(F) comply in all material respects with all provisions of all Contracts and with any other material agreements that either Seller has entered into after the date hereof, and comply in all material respects with the provisions of all Governmental Requirements applicable to either Seller, the Assets or the Business;
(G) cause to be paid when due, all Taxes imposed upon it or on any of its properties or which it is required to withhold and pay over; and
(H) promptly advise Buyer in writing of: (i) the threat (oral or written) or commencement against or by either Seller of any claim, action, suit or proceeding, arbitration or investigation that could materially adversely effect Seller's operations, properties, assets or prospects; or (ii) any actual or threatened (oral or written) termination of any Contract.
Affirmative Covenants of Sellers. Except as otherwise consented to by Purchaser in its sole discretion, Sellers jointly and severally covenant that, throughout the period commencing on the date hereof and ending on the Closing Date, they will:
Affirmative Covenants of Sellers. 24 (a) Conduct of Business...................................................24 (b) Maintenance of Property...............................................24 (c) Insurance.............................................................25 (d) Performance of Obligations............................................25 (e) Maintenance and Preservation of Business..............................25
Affirmative Covenants of Sellers. Sellers jointly and severally covenant and agree with Citadel to:
