Certain Covenants and Agreements of the Seller and the Buyer Sample Clauses

Certain Covenants and Agreements of the Seller and the Buyer. 30 Section 6.1 Conduct of Business Prior to the Closing Date 30 Section 6.2 Commercially Reasonable Efforts 31 Section 6.3 Expenses and Fees 31 Section 6.4 Access to Information 32 Section 6.5 Exclusivity 33 Section 6.6 Public Announcements 33 Section 6.7 Tax Matters 34 Section 6.8 Buyer Employee Benefit Plans 37 Section 6.9 Payment of Contributions and Premiums 38 Section 6.10 Termination of Compensation and Benefit Plans 38 Section 6.11 Confidentiality 38 Section 6.12 Non-Solicitation and Non-Competition 39 Section 6.13 Update of Schedules 39 Section 6.14 Further Assurances; Cooperation 40 Section 6.15 Use of Names 40 Section 6.16 Directors’ and Officers’ Indemnification 40 Section 6.17 Buyer Employment Practices Liability Insurance 41 Section 6.18 D&O Insurance 41 Section 6.19 Landlords 41 Section 6.20 Intercompany Services 41 ARTICLE VII CONDITIONS 42 Section 7.1 Conditions to Each Party’s Obligations to Effect the Closing 42 Section 7.2 Conditions to Obligations of the Buyer 42 Section 7.3 Conditions to Obligations of the Seller 43 ARTICLE VIII INDEMNIFICATION 44 Section 8.1 Indemnification 44 Section 8.2 Assignment of Claims 50 Section 8.3 Treatment of Indemnification Payments 51 Section 8.4 Other Limitations on Liability 51 Section 8.5 Determination of Damages 51 Section 8.6 Exclusivity 51 ARTICLE IX DEFINITIONS 52 Section 9.1 Definitions 52 ARTICLE X MISCELLANEOUS 63 Section 10.1 Waiver 63 Section 10.2 Notices 63 Section 10.3 Governing Law; Arbitration; Jurisdiction; Waiver of Jury Trial 64 Section 10.4 Counterparts 65 Section 10.5 Headings 65 Section 10.6 Entire Agreement 65 Section 10.7 Amendment and Modification 65 Section 10.8 Binding Effect; Benefits 66 Section 10.9 Severability 66 Section 10.10 Assignability 66 Section 10.11 Interim Relief 66 Section 10.12 Interpretation 67 Section 10.13 Disclosure Generally 67 Section 10.14 Personal Liability 67 Section 10.15 Legal Representation 67 Seller Schedules
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Certain Covenants and Agreements of the Seller and the Buyer. 17 5.1 Conduct of Business Prior to the Closing Date...
Sample 1
Certain Covenants and Agreements of the Seller and the Buyer. 5.1 Conduct of Business Prior to the Closing Date. The Seller agrees that, between the date hereof and the Closing Date: (a) Except as contemplated by this Agreement or permitted by written consent of the Buyer, the Seller shall operate the Business only in the ordinary course consistent with prior practice (including, without limitation, maintaining all insurance coverages in place as of the date hereof). (b) The Seller shall use its reasonable best efforts to preserve its business organization intact and shall use its reasonable best efforts to keep available to the Buyer the services of the present employees of the Seller and to preserve for the Buyer the goodwill of the Seller's material suppliers and customers and others having material business relations with the Seller.
Sample 1
Certain Covenants and Agreements of the Seller and the Buyer. Section 6.1 Conduct of Business Prior to the Closing Date. From the date of this Agreement until the Closing, the Company shall conduct, and the Seller shall cause the Company to conduct, its business in the Ordinary Course of Business, in compliance in all material respects with applicable Law, and in a manner not representing a new strategic direction for the Company and the Company shall use, and the Seller shall cause the Company to use, its commercially reasonable efforts to maintain satisfactory business relationships with its Top Suppliers, Top Customers and others having material business relationships with it in respect of its business. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, or with the prior written consent of the Buyer (not to be unreasonably withheld, conditioned or delayed) or as set forth in the corresponding subsections of Schedule 6.1 hereto, from the date hereof until the Closing Date, the Seller shall cause the Company to not: (a) except for extensions or terminations which automatically occur pursuant to the terms of a Material Contract without any action by the Company or funding amendments or releases to Government Contracts that do not change the negotiated Government Contract value, extend, enter into, amend, modify or terminate any Material Contract that provides for payments to, or from, the Company in excess of $100,000 per year or waive, release or assign any material rights or claims thereunder; (b) amend or restate the Governing Documents of the Company; (c) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Company; (d) issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any equity interests or shares of capital stock of any class or series of the Company; (e) (i) split, combine, subdivide or reclassify its outstanding shares of capital stock or (ii) declare, set aside or pay any dividend or other distribution payable in stock, equity interests or property with respect to its capital stock; (f) (i) increase the compensation or benefits of any manager, director, officer, consultant or Employee outside the Ordinary Course of Business, except as required under any existing Compensation and Benefit Plan; (ii) e...
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Certain Covenants and Agreements of the Seller and the Buyer 
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Related to Certain Covenants and Agreements of the Seller and the Buyer

  • 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: A. To advise the Placement Agent and the Investor of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time as soon as the Company is either informed or becomes aware thereof. B. To use its commercially reasonable efforts to cause the Common Stock issuable in connection with the Standby Equity Distribution Agreement to be qualified or registered for sale on terms consistent with those stated in the Registration Rights Agreement and under the securities laws of such jurisdictions as the Placement Agent and the Investor shall reasonably request. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the Placement Agent and the Investor copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, during the registration period of the Standby Equity Distribution Agreement, to the Investor upon the Investor's request, within forty five (45) days, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To comply with the terms of the Offering Materials. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an "arm's length" transaction with an independent third party.

  • COVENANTS AND AGREEMENTS OF BUYER Buyer covenants and agrees with Seller as follows:

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

  • Certain Covenants and Agreements 5.1 Conduct of Business by Target. From the date hereof to the Effective Date, Target will, except as required in connection with the Transaction and the other transactions contemplated by this Agreement and except as otherwise disclosed on the schedules hereto or consented to in writing by the Acquiring Company: (a) carry on its business in the ordinary and regular course in substantially the same manner as heretofore conducted and not engage in any new line of business, or enter into any material agreement, transaction or activity or make any material commitment except those in the ordinary and regular course of business and not otherwise prohibited under this Section 5.1 with the exceptions of the planned product launch and the continuing bridge financing which will result in the issuance of additional Target Notes and underlying Target Note Warrants; (b) neither change nor amend its Articles of Incorporation or Bylaws; (c) not issue or sell shares of capital stock of Target or issue, sell or grant options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of any of the capital stock of Target or rights or obligations convertible into or exchangeable for any shares of the capital stock of Target or make any changes (by split-up, combination, reorganization or otherwise) in the capital structure of Target; (d) not declare, pay or set aside for payment any dividend or other distribution in respect of the capital stock or other equity securities of Target and not redeem, purchase or otherwise acquire any shares of the capital stock or other securities of Target or rights or obligations convertible into or exchangeable for any shares of the capital stock or other securities of Target or obligations convertible into such, or any options, warrants or other rights to purchase or subscribe to any of the foregoing; (e) not acquire or enter into any agreement to acquire, by merger, consolidation or purchase of stock or assets, any business or entity; (f) use its best efforts to preserve intact the corporate existence, goodwill, and business organization of Target, to keep the officers and employees of Target available to Target and to preserve the relationships of Target with suppliers, customers and others having business relations with Target, and preserve, maintain and enforce all of Target's material licenses, permits, and similar rights, except for such instances which would not have a Target Material Adverse Effect; (g) Not (i) enter into, modify or extend in any manner the terms of any employment, severance or similar agreements with officers and directors, (ii) grant any increase in the compensation of officers or directors, whether now or hereafter payable or (iii) grant any increase in the compensation of any other employees (it being understood by the parties hereto that for the purposes of (ii) and (iii) above increases in compensation shall include any increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitment); (h) except in instances which would not have a Target Material Adverse Effect, perform all of its obligations under all Material Contracts (except those being contested in good faith) and not enter into, assume or amend any contract or commitment that would be a Material Contract other than contracts to provide services entered into in the ordinary course of business; (i) except in instances which would not have a Target Material Adverse Effect, prepare and file all federal, state, local and foreign returns for taxes and other tax reports, filings and amendments thereto required to be filed by it, and allow the Acquiring Company to review all such returns, reports, filings and amendments at Target's offices prior to the filing thereof, which review shall not interfere with the timely filing of such returns; and (j) Not borrow any funds under existing lines of credit or otherwise except as the Target deems reasonably necessary for the ordinary operation of Target's business, including the issuance of additional Target Notes and Target Note Warrants pursuant to the continuing bridge financing. In connection with the continued operation of the business of Target between the date of this Agreement and the Effective Date, Target shall confer in good faith and on a regular and frequent basis with one or more representatives of the Acquiring Company designated in writing to report operational matters of materiality and the general status of ongoing operations. In addition, during regular business hours, Target will allow employees and agents of the Acquiring Company to be present at Target's business locations to observe the business and operations of Target. Target acknowledges that the Acquiring Company does not and will not waive any rights it may have under this Agreement as a result of such consultations nor shall the Acquiring Company (or either of them) be responsible for any decisions made by Target's officers and directors with respect to matters which are the subject of such consultation.

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

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