Certain Covenants of Seller. Seller hereby covenants and agrees as follows:
Certain Covenants of Seller. Seller hereby agrees with Purchaser as follows:
Certain Covenants of Seller. 5.1. From and after the date hereof and for a period of two years hereafter, Seller shall not directly or indirectly (a) engage in the Business, or serve as a partner, member, manager, director, officer or employee of, or consultant or advisor to, or in any
5.2. Davix Xxxxxx xxxll be bound by the provisions of Section 5.1 in the same manner and to the same extent as Seller, except that no provision thereof shall prevent him from (a) engaging in the businesses described in Exhibit A hereto or (b) engaging in internet telephony, other than the marketing of internet telephony directly to consumers (which marketing activities are prohibited hereunder). Davix Xxxxxx xxxnowledges and confirms that he is Seller's husband, that he is an Affiliate of Seller, that he will receive a substantial and direct pecuniary benefit from the transactions contemplated by this Agreement, including without limitation the purchase of the Shares by the Company pursuant hereto, and that his agreement to the restrictions on his activities as provided in this Section is an essential condition and inducement to the Company's entering into this Agreement with Seller and its purchase of the Shares hereunder.
5.3. From and after the date hereof, Seller shall keep absolutely confidential all information relating to or concerned with the Business, including without limitation all Trade Rights of the Company and its Affiliates, product and pricing information, customer and supplier lists, marketing and sales data and strategies, legal and regulatory compliance issues, operational issues relating to 800 and 900 telephone numbers, consumer issues, personnel and financing and tax matters. Seller acknowledges that the confidentiality of all such information is absolutely essential to the operation by the Company of the Business. Seller shall not, at any time after the date hereof, use or disclose to any Person any such information, without the Company's prior written consent, except as may be required by law (in which case Seller shall promptly give notice to the Company of any demand, subpoena, order or legal process requiring disclosure so that the Company may oppose such disclosure or seek a protective order or other confidential treatment of such information), unless (a) Seller can demonstrate that such information was already known to such Person without any breach or violation of any confidentiality agreement for the benefit of the Company or (b) such information was otherwise generally kn...
Certain Covenants of Seller. Seller hereby covenants and agrees with Purchaser as follows:
(a) During the Exercise Period, Seller shall not sell or otherwise transfer or dispose of the Option Interest or any part thereof or interest therein, other than a sale or transfer as to which Seller gives Purchaser at least 14 days prior written notice and in which the transferee agrees, pursuant to an instrument in form and substance reasonably satisfactory to Purchaser, to be bound by the terms of this Option Agreement with respect to such transferred interest to the same extent as the transferor was so bound with respect to such transferred interest.
(b) Upon the Closing, Seller shall convey to Purchaser legal title to, and beneficial ownership of, the Option Interest, free and clear of any lien, pledge, security interest, claim, or charge or other encumbrance and free of any restriction on transfer voluntarily created by Seller, other than as expressly set forth in the
Certain Covenants of Seller. Seller hereby covenants that (unless Buyer otherwise gives its written approval in its sole discretion) Seller shall at its sole cost and expense take the actions set forth below:
(a) At the Closing, Seller shall pay or otherwise discharge (in full, without discount or compromise) all the Excluded Liabilities.
(b) Prior to the Closing, Seller shall operate its business in the ordinary course as historically conducted, and maintain the Assets in good operating condition. Prior to the Closing, Seller shall pay its debts and accounts payable in the ordinary course of business and on a timely basis.
(c) Prior to and after the Closing, Seller shall afford Buyer, its attorneys, accountants, consultants and representatives, free and full access to Seller, the Assets, the books and records of Seller relating thereto and employees of Seller, at all reasonable times upon reasonable notice and during normal business hours, and shall provide to Buyer and its representatives such additional financial and operating data and other information as Buyer shall from time to time reasonably request. The access will be provided to the fullest extent permitted by law, including applicable provisions of HIPAA.
(d) Prior to and after the Closing, Seller shall use its best efforts to preserve for Buyer the goodwill of its customers and suppliers, and others having business relations with Seller, and prior to and after the Closing shall do all things reasonably requested by Buyer for such purpose. However, at no time prior to the Closing shall Seller engage in marketing activities on behalf of Buyer, or activities which include the promotion of Buyer or its business.
(e) Prior to and after the Closing, Seller shall promptly advise Buyer in writing of the commencement or threat against Seller of any suit, litigation or legal proceeding that relates to or might affect Seller or the Assets.
(f) Prior to the Closing, Seller shall not, and shall not permit its shareholders, officers, directors, employees or agents to, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance) any offer or proposal for, or enter into negotiations of any type, or any letter of intent or purchase agreement, merger agreement or other similar agreement with any individual or entity with respect to, a sale of any Assets (other than in the ordinary course of business consistent with past practice) or license of any Assets, or a merger,...
Certain Covenants of Seller. Seller covenants with Purchaser that from and after the date hereof through the Closing Date:
Certain Covenants of Seller. Seller hereby covenants that (unless Buyer otherwise gives its written approval in its sole discretion) Seller shall at its sole cost and expense take the actions set forth below:
(a) Seller shall pay or otherwise discharge (in full, without discount or compromise) when due all the Excluded Liabilities incurred in connection with its HIV/AIDS business.
(b) After the Closing, Seller shall afford Buyer, its attorneys, accountants, consultants and representatives, free and full access to the Acquired Assets and books and records of Seller relating thereto, at all reasonable times upon reasonable notice and during normal business hours, and shall provide to Buyer and its representatives such additional financial and operating data and other information as Buyer shall from time to time reasonably request.
Certain Covenants of Seller. 18 Section 5.1 Conduct of Business Before the Closing Date...........................................18
Certain Covenants of Seller. Seller covenants and agrees to (i) notify Factor in writing immediately upon any Dispute and upon imposition or assessment of any lien, levy, tax lien, assessment or similar action against Seller or any of Seller's assets; and (ii) furnish Factor, upon request, any and all papers, documents or records of whatever nature related directly or indirectly to any Receivables. Seller agrees that it will not, without prior, written notice to Factor, (a) sell or factor accounts other than to Factor for the period of this Agreement; (b) move either its chief executive office or the location where books and records pertaining to the Receivable are kept to a location outside of San Antonio, Texas; (c) change its legal name; (d) change its state of incorporation; (e) use any trade name not listed on the Perfection Certificate; (f) merge or consolidate with any other corporation or entity; (g) dissolve or cease its operations as they are now conducted; or (g) without Factor's written consent, take or omit taking any actions that would render any of Seller's representations and warranties materially incorrect or incomplete, or take any action that would cause or induce any Account Debtor on any Receivable to fail to pay the Receivable in a timely manner- other than to terminate service on an account seriously in arrears. Seller will notify Factor of any termination of service for any account seriously in arrears.
Certain Covenants of Seller. (i) Seller agrees that Seller will not permit any securities to be issued under the Indenture to any person or entity other than Seller and that Seller will not direct or permit the Issuer to issue any securities other than in conjunction with a Purchase Date or otherwise as required under the Indenture or other transaction documents. (ii) Seller agrees that Seller will not sell, transfer or otherwise dispose of any securities issued under the Indenture (or any interest therein) other than pursuant to the Transaction. (iii) Seller agrees that if CIC ceases to be a business development company (within the meaning of the U.S. Investment Company Act of 1940) and to file publicly-available financials as required of a public business development company, Seller will provide, or cause to be provided, to Buyer quarterly unaudited financial statements within 60 days of each quarter-end and annual audited financial statements within 120 days of the year-end, prepared in accordance with generally accepted accounting principles (as in effect in the relevant jurisdiction) (such covenant, the “CIC Financials Requirement”).
