Affirmative Covenants Pending Closing. The Company shall:
Affirmative Covenants Pending Closing. Company shall:
Affirmative Covenants Pending Closing. Company shall and shall cause the Company Subsidiaries to:
Affirmative Covenants Pending Closing. The Seller will:
Affirmative Covenants Pending Closing. During the period from the date of this Agreement to the Closing Date, Seller shall:
Affirmative Covenants Pending Closing. Except as may be consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall and shall cause the Company Subsidiaries to:
Affirmative Covenants Pending Closing. The Sellers and the Company shall:
Affirmative Covenants Pending Closing. Between the date of this Agreement and the Closing Date, the Seller shall and shall cause the Company to:
Affirmative Covenants Pending Closing. The Company will, and will cause each Subsidiary to:
(i) use reasonable efforts to preserve intact its business organization and keep available the services of present Employees, in each case in accordance with past practice, it being understood that termination of Employees with poor performance ratings or for cause shall not constitute a violation of this covenant;
(ii) use commercially reasonable efforts to duly and timely file all Tax Returns or reports required to be filed with Tax Authorities and promptly pay all Taxes, assessments and governmental charges levied or assessed upon them or any of their properties (unless contesting the same in good faith and adequate provision has been made therefor);
(iii) keep in effect casualty, public liability, worker’s compensation and other insurance policies in coverage amounts not less than those in effect at the Agreement Date;
(iv) in the ordinary course consistent with past practice, use commercially reasonable efforts to preserve, advertise, promote and market its business, keep its properties intact, maintain good commercial working relationships with its Key Customers, preserve its goodwill, and maintain all physical properties in good operating condition and operate its business in the ordinary course consistent with past practice; and
(v) use commercially reasonable efforts to preserve and protect its Proprietary Rights.
Affirmative Covenants Pending Closing. The Company shall:
(i) Preserve the Business; Maintain Properties, Contracts. Use reasonable commercial efforts to preserve the business of the Company and the Company Subsidiaries, and perform and comply in all material respects with the terms of the Material Contracts;
(ii) Operate in the Ordinary Course of Business. Operate each of the Company's and the Company Subsidiaries' business solely in the ordinary course consistent with past practices;
(iii) Protect Intellectual Property Rights. Use reasonable commercial efforts to preserve and protect the Company Intellectual Property;
