Covenants and Additional Agreements 5.1. ACCESS; CONFIDENTIALITY.
Certain Covenants of the Parties Seller and Company, on the one hand, and Buyer, on the other hand, hereby covenant to and agree with one another as follows:
Certain Covenants and Agreements of the Company The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows:
Certain Covenants and Agreements The Company hereby covenants and agrees that:
Additional Covenants and Agreements of the Parties 6.1 IMPLEMENTATION TEAM. The Parties will form a team (the "Implementation Team") to oversee the activities contemplated by this Agreement. The Implementation Team will be comprised of three (3) members from each Party. Each Party will appoint a member representing each of manufacturing, marketing/sales and regulatory. Either Party may change its representative(s) on the Implementation Team at any time by providing prior written notice to the other Party. Unless otherwise agreed to by the Parties, after the Closing Date, the Implementation Team will meet (in person or by telephone or video conference) at least one (1) time each Calendar Quarter upon no less than thirty (30) days prior written notice from one Party to the other to discuss any matters arising out of a Party's performance (or non-performance) of its obligations under this Agreement. The Implementation Team will initially be responsible for creating detailed operational plans for the transition contemplated by this Agreement; provided, however, that the activities contemplated by the foregoing will not take place until after the Closing Date to the extent doing so would be in violation of Applicable Law. The detailed operational plans will include a time line and clear understanding of roles and responsibilities contemplated by this Agreement. The Implementation Team will also have responsibility for coordinating effective communication of progress and issues that arise between the Parties. Special meetings of the Implementation Team may be called by either Party upon no less than thirty (30) days' prior written notice to the other Party, which notice must be accompanied by a written agenda of items to be discussed at such special meeting.
Covenants and Agreements of the Parties The Parties agree to the following covenants:
Additional Agreements of the Parties The parties hereby further agree that, from and after the Closing:
Certain Covenants of the Company The Company hereby agrees:
Additional Agreements and Covenants The parties further agree and covenant as follows:
Certain Covenants (a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.