Certain Affirmative Covenants of Seller. Seller covenants and agrees, from and after the execution and delivery of this Agreement until and including the Closing Date, as follows:
Certain Affirmative Covenants of Seller. (a) Except as Buyer otherwise may consent in writing (which consent Buyer shall not unreasonably withhold, condition or delay), or as otherwise contemplated by this Agreement, between the date of this Agreement and Closing, Seller shall cause each of the Company and Rock Creek to:
Certain Affirmative Covenants of Seller. Except as Buyer may otherwise consent in writing, between the Effective Time and the end of the Transfer Period, Seller, with respect to the Assets (or, with respect to the Assets Seller transfers to Buyer at Closing, during the period between the Closing Date and the end of the Transfer Period, Seller acting as Buyer’s Agent), shall:
Certain Affirmative Covenants of Seller. Except as Buyer may otherwise consent in writing, between the date of this Agreement and Closing, Seller shall (i) preserve intact and operate the Business only in the usual, regular, and ordinary course (including maintaining equipment and inventory at historic levels consistent with past practices), (ii) continue normal marketing, advertising, and promotional expenditures with respect to the Business, (iii) maintain the Assets in good condition and repair, ordinary wear excepted, (iv) duly comply with all applicable Legal Requirements, (v) perform its obligations under all the Contracts without default, (vi) give to Buyer and its Affiliates, and its and their counsel, accountants, and other representatives, reasonable access upon reasonable advance notice during normal business hours to the Facilities, all of the Assets, and Seller's books and records relating to the Business and the Assets, (vii) furnish to Buyer, its Affiliates and such representatives all such additional documents and other information with respect to the Business or the Assets as Buyer may from time to time reasonably request, (viii) use commercially reasonable efforts to preserve the good will of existing relationships with suppliers, customers and others having business dealings with the Business, (ix) use reasonable efforts to keep available the services of its employees with respect to the Business, (x) maintain in full force and effect policies of insurance with respect to the Business in such amounts and covering such risks as are customarily maintained by manufacturers, storers/warehousers, and distributors of explosives, and (xi) take all steps necessary to convey the Assets to Buyer.
Certain Affirmative Covenants of Seller. Except as Buyer may otherwise consent in writing, between the date of this Agreement and Closing Seller shall:
Certain Affirmative Covenants of Seller. Except as Buyer may otherwise consent in writing, between the date of this Agreement and Closing Seller shall (a) operate the SMATV Systems only in the usual, regular, and ordinary course and in accordance with past practices (including, but not limited to, maintaining appropriate personnel and fulfilling installation requests), (b) maintain the Purchased Assets in good condition and repair, ordinary wear excepted, (c) duly comply with all applicable legal requirements, (d) perform all of its obligations under all the Contracts without default, (e) give to Buyer, and its counsel, accountants, and other representatives, full access during normal business hours to the SMATV Systems, all of the Purchased Assets, Seller's books and records relating to the SMATV Systems and the Purchased Assets, and the System's personnel including but not limited to, access for the purpose of interconnecting the SMATV Systems to Buyer's cable television system, (f) furnish to Buyer and such representatives all such additional documents, financial information, and other information with respect to the SMATV Systems or the Purchased Assets as Buyer may from time to time reasonably request, and (g) use its best efforts to obtain in writing as promptly as possible all approvals, authorizations, and consents required in order to consummate the transactions contemplated hereby and deliver to Buyer copies, satisfactory in form and substance to Buyer, of such approvals, authorizations, and consents; provided, however, that Seller shall not accept or agree or accede to any modifications or amendments to, or any conditions to the transfer of, the Contracts that are not acceptable to Buyer.
Certain Affirmative Covenants of Seller. 26 6.2 Certain Negative Covenants of Seller................................ 28 6.3 Confidentiality and Publicity....................................... 30 6.4 Title Insurance Commitments......................................... 30 6.5
Certain Affirmative Covenants of Seller. Except as Buyer may otherwise consent in writing, from the date of this Agreement until the relevant Closing Date, Seller shall (i) maintain the Assets in good working condition, ordinary wear and tear excepted; (ii) duly comply in all material respects with all Legal Requirements applicable to the ownership and operation of the Assets; (iii) perform its obligations under the Service Agreements; (iv) give to Buyer, and its counsel, accountants, and other representatives, full access upon reasonable advance notice during normal business hours to the Assets, and Seller's books and records to the extent relating to the Assets; (v) furnish to Buyer and such representatives all such additional documents and other information, including subscriber and subscriber revenue information, with respect to the Assets as Buyer may from time to time reasonably request, including system design and as built maps (to the extent described on Schedule 5.2) for each MDU Property served pursuant to a Service Agreement (other than Excluded Service Agreements); and (vii) take all steps reasonably necessary to convey the Assets to Buyer at the relevant Closing.
