Certain Covenants of Buyer. Subject in all events to the provisions of Section 5.06,
Certain Covenants of Buyer. Buyer covenants and agrees that: (a)
Certain Covenants of Buyer. Buyer hereby covenants that (unless Seller otherwise gives its written approval in its sole discretion) Buyer shall at its sole cost and expense take the actions set forth below:
Certain Covenants of Buyer. During the period from the date of this Agreement until the Closing, Buyer will not, directly or indirectly, without the prior written consent of Seller, take or cause to be taken any action that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement, or propose, announce an intention or enter into any agreement to take any such action.
Certain Covenants of Buyer. From and after the Second Closing Date through the Test Date, Buyer will (a) maintain a separate set of accounts for the Acquired Companies and their Subsidiaries as if they were a stand-alone company separate from the other Subsidiaries of Buyer, (b) operate in the ordinary course of business consistent with past practice and not take any action outside the ordinary course of business the primary purpose of which is to eliminate or reduce the Earn-Out Payment, (c) except for a Cxxx Sale, not liquidate or otherwise dissolve any of the Acquired Companies or their Subsidiaries, (d) not effect any transaction (including any allocation of corporate expense) between Buyer or any Affiliate thereof (other than any Acquired Company or Subsidiary thereof), on the one hand, and an Acquired Company or a Subsidiary thereof, on the other hand, on a basis less favorable in any material respect to such Acquired Company or Subsidiary than would be the case if such transaction had been at arms’-length with an unrelated third party. Notwithstanding the foregoing, Seller acknowledges and agrees that (i) the Earn-Out Payment, if any, is speculative and not guaranteed and subject to numerous factors outside the control of Buyer, (ii) neither Buyer nor any of its Affiliates has promised or projected any payments under this Annex A or any amount of Actual EBITDA for any period following the Second Closing Date, (iii) other than the express covenants and agreements contained in this Annex A, neither Buyer nor any of its Affiliates (including, following the Second Closing, the Acquired Companies) owes any duties (express or implied) to Seller, (iv) the parties solely intend the express provisions of this Annex A and the Agreement to govern their contractual relationship, and (v) subject to compliance with the provisions of this Annex A and the Agreement, Buyer shall have sole discretion with respect to all matters relating to the operation of the Acquired Companies, their Subsidiaries and their respective businesses, and shall have no obligation to operate any such Person or business in order to achieve any Earn-Out Payment or to maximize the amount thereof. From and after the Second Closing until December 31, 2015, no later than thirty (30) days after the end of each calendar month, Buyer shall prepare and deliver to Seller a written statement that sets forth in reasonable detail its calculation of the combined earnings before interest, tax, depreciation and amortization of the A...
Certain Covenants of Buyer. For so long as any amounts are owed by Buyer to -------------------------- Seller under this Agreement, Buyer (a) shall use the Property in compliance with all applicable laws, regulations and ordinances; (b) shall maintain the Property in good condition and repair, reasonable wear and tear excepted; (c) shall pay when due all taxes, charges and impositions on the Property or the ownership, use, disposition or sale of same; (d) shall keep the Property free of all liens, charges, claims, security interests and encumbrances of any third party; (e) shall permit Seller to inspect the Property, and inspect and make extracts of all of Buyer's books and records relating thereto, during normal business hours; (f) shall promptly notify Seller of the occurrence of any events which materially and adversely affect the value of the Property as collateral; (g) shall promptly furnish to Seller upon request current financial statement of Buyer; and, (h) shall not, without the prior written consent of Seller, sell, assign, exchange, lease, tend, license the use of, pledge, encumber, grant a security interest in or dispose of the Property or Buyer's, rights therein, or use or operate the Property in a manner other than as intended by the manufacturer, or in violation of any insurance policy covering the Property, or remove or obliterate any marking affixed by Seller to the Property to give notice of Seller's security interest therein or any identifying insignia, serial number or lettering on the Property, or permit the Property to become so affixed to realty as to become a fixture.
Certain Covenants of Buyer. (a) Between the date hereof and the Closing Date, Buyer shall use its reasonable business efforts, in cooperation with the Sellers and the Company, in order to obtain all governmental, regulatory and third party authorizations, consents, waivers and approvals necessary or desirable in order to consummate the transactions contemplated by this Agreement.
Certain Covenants of Buyer. 11 10.1 Confidentiality 11 10.2 Cooperation with SEC Filings and Seller Legal Requirements 11
Certain Covenants of Buyer. Buyer agrees that from and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement:
Certain Covenants of Buyer. (a) Buyer hereby agrees that, at the Special Meeting or any meeting of the stockholders of HAQ, however called, or any adjournment thereof, or in connection with any solicitation of votes of the stockholders of HAQ by written consent, Buyer shall be present (in person or by proxy) and vote (or cause to be voted), or execute a written consent in respect of, all of the Opposing HAQ Shares owned by it as of the date of such meeting which are entitled to vote at such meeting or solicitation in favor of the approval or re-approval of the Merger and the Merger Agreement and all other proposals where approval of such proposal is a condition to the Merger Agreement, and against any action or agreement that would prevent or materially delay the consummation of the Merger or any other transactions contemplated by this Agreement or the Merger Agreement, or that would be contrary to or inconsistent with, or result in a breach by the Seller of, or frustrate the essential purposes of this Agreement or the Merger Agreement. In the event that Buyer is not the owner of record as of the June 15, 2007, Buyer shall obtain due authorization from any person or entity from whom it has acquired Common Shares after June 15, 2007 (the "Record Date Seller") the right to vote such Common Shares, or , in the alternative, obtain a proxy card or other evidence from the Record Date Seller that the shares owned by the Record Date Seller have been voted in favor of the Merger and the Merger Agreement and all other proposal submitted by HAQ for vote of its stockholders as described in the definitive Proxy Statement dated as of July 13, 2007.
