Buyer Covenant. As material consideration for this conveyance contemplated herein, Buyer covenants for itself and any successors in interest that the Property will be used solely for automobile, truck and motorcycle sales and service facilities, approved accessory uses, or such other uses approved under the Specific Plan. This Section 4.7 shall survive the Closing and the recordation of the Grant Deed.
Buyer Covenant. The Buyer hereby agrees that, from the date of this Agreement, none of the Buyer, its controlled affiliates, or any person or entity acting on behalf of Buyer or any of its controlled affiliates or pursuant to any understanding with the Buyer or any of its controlled affiliates will engage in any Short Sales with respect to securities of SPAC prior to the Closing Date. For purposes of this Section 5.02, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with the Buyer that have no knowledge of this Agreement or of the Buyer’s participation in the Transactions (including the Buyer’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of the Buyer that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Buyer’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Xxxxx’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Holdings Shares covered by this Agreement.
Buyer Covenant. Buyer shall make good faith efforts to complete and file the notification filing required under the HSR Act with respect to this transaction without delay, and in any event within thirty (30) days of the date hereof. Buyer shall in good faith take (or fully cooperate in the taking of) all actions, and provide any additional information that may be, required or reasonably requested in order to comply with the requirements of the HSR Act.
Buyer Covenant. Seller acknowledges and agrees that (i) during the Earn-Out Periods, Buyer is free to operate the RushCard GPR Business in a manner determined by Buyer, in its sole discretion, to be in the best interest of Buyer and its stockholders, which may include reducing operating expenses (including marketing expenses) and consolidating operations (including consolidation of staff members and facilities) in order to achieve the most efficient cost per funded customer, and (ii) the $4,000,000 twelve-month minimum in Earn-Out Payments are provided in connection with Buyer’s right to operate the RushCard GPR Business in such manner. Notwithstanding the foregoing, Buyer agrees to not take any action the primary purpose of which is to reduce the Earn-Out Amounts.
Buyer Covenant. (i) For a period of three (3) years from and after the Closing Date, neither Buyer nor any of its Subsidiaries shall, directly or indirectly, without the prior written consent of Seller, solicit or direct any other Person to solicit any officer or other employee, or any Person who has been an officer or other employee within the previous six (6) months, of Seller or its Subsidiaries (other than the Transferred Employees) to: (i) terminate such officer's or employee's employment with Seller or any of its Subsidiaries; or (ii) seek or accept employment or other affiliation with Buyer or its Subsidiaries (other than, in each case, any solicitation directed at the public in general in publications available to the public in general or any contact which Buyer or its Subsidiaries can demonstrate was initiated by such officer or employee or any contact after such officer's or employee's employment with Seller or any of its Subsidiaries has been terminated for at least six (6) months). Buyer’s obligations under this Section 5.11(b)(i) with respect to employees of Seller or its Subsidiaries shall be subject to the condition that Seller shall have notified Buyer of the names of such employees.
(ii) Buyer hereby acknowledges and agrees that if Buyer or any one or more of its Subsidiaries breaches any provision of this Section 5.11(b), Seller would suffer irreparable harm and any remedy at law would be inadequate and that Buyer, in addition to seeking monetary damages in connection with any such breach, shall be entitled to specific performance, and injunctive and other equitable relief to prevent or restrain a breach of this Section 5.11(b) or to enforce the provisions hereof.
Buyer Covenant. (i) For a period of two (2) years from and after the date hereof, neither Buyer nor any of its Subsidiaries shall, directly or indirectly, without the prior written consent of Seller, hire, employ or retain as a consultant or direct any other person to hire, employ or retain as a consultant, any officer or other employee of Seller or its Subsidiaries who is directly associated with a facility of Seller or its Subsidiaries that provides outpatient therapy in affiliation with an inpatient rehabilitation facility or (solely with respect to the four facilities listed in Section 5.11(a)(i) of the Disclosure Letter that provide outpatient therapy in affiliation with a long-term acute care hospital) long-term acute care hospital (a “Seller Outpatient Employee”) (or any Person who was a Seller Outpatient Employee within six (6) months of the date of any such hiring, if such Person’s employment was not terminated by Seller or its Subsidiaries). Section 5.11(b)(i) of the Disclosure Statement, as supplemented pursuant to Section 5.7, sets forth a list of all current Seller Outpatient Employees. Buyer’s obligations under this Section 5.11(b)(i) with respect to new employees of Seller or its Subsidiaries hired after the Closing Date shall be subject to the condition that Seller shall have notified Buyer of the names of such new employees.
(ii) Buyer hereby acknowledges and agrees that if Buyer or any one or more of its Subsidiaries breaches any provision of this Section 5.11(b), any remedy at law would be inadequate and that Buyer, in addition to seeking monetary damages in connection with any such breach (other than a breach arising under Section 5.11(b)(i)(y)), shall be entitled to specific performance, and injunctive and other equitable relief to prevent or restrain a breach of this Section 5.11(b) or to enforce the provisions hereof. Buyer and Seller acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, including Article XI hereof, in the event of a breach by Buyer or any one or more of its Subsidiaries of Section 5.11(b)(i)(y) with regard to any given Person, Seller’s sole and exclusive remedy for such breach shall be to cause Buyer to terminate the employment or consultancy of such Person; provided, however, that the foregoing shall not relieve Buyer from any liability for its failure to comply with the provisions of this sentence.
Buyer Covenant. Buyer covenants and agrees that Buyer and its Affiliates (including the Acquired Entities) shall not: (a) use the Yale Marks in the Commercial Business (as defined in the Seller Patent License Agreement); or (b) authorize any third party to use the Yale Marks in the Commercial Business (as defined in the Seller Patent License Agreement).
Buyer Covenant. Until the earlier of the Option Termination Date or the date CollegeClub's Repurchase Right is terminated pursuant to Section 6.1, the Buyer hereby agrees (i) to operate its business after the Closing in the Ordinary Course of Business, (ii) not to sell or otherwise dispose of any material Acquired Assets, valued individually in excess of $5,000.00 or in aggregate in excess of $10,000.00 (which amounts, if any such Acquired Assets are sold or disposed, will be deducted from the Repurchase Price), and (iii) not to incur any liabilities other than in the Ordinary Course of Business.
Buyer Covenant. As of the date hereof and after the Closing Date Buyer shall take all necessary actions to file all documents with any appropriate regulatory agency with respect to the transfer of the Assigned Permits and to cause all appropriate regulatory agencies to acknowledge or consent, if necessary, to the transfer of the Assigned Permits to Buyer.
Buyer Covenant. Buyer covenants that, following the Purchase Date, notwithstanding any other provision in this Repurchase Agreement to the contrary, the Buyer will not take any action in connection with this Transaction which results in either REIT Subsidiary or issuer of Subject Securities (other than the Nomura Securities) ceasing to be a Qualified REIT Subsidiary. Notwithstanding anything to the contrary contained herein, the Guarantor is a third-party beneficiary of the Buyer's covenant set forth herein.
