CERTAIN COVENANTS OF THE SELLER. 4.1 The Seller hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of: (i) the termination of this Agreement pursuant to Article 7; and (ii) the Effective Time, except in accordance with the provisions of this Agreement:
CERTAIN COVENANTS OF THE SELLER. The Seller covenants with the Purchaser that from and after the date hereof through the Closing Date (except as consented to or approved by the Purchaser in writing):
CERTAIN COVENANTS OF THE SELLER. 36 Section 5.1. Conduct of Business.................................................................36 Section 5.2. Information and Access..............................................................37 Section 5.3. Confidentiality Agreements..........................................................37 Section 5.4. Best Efforts........................................................................38 Section 5.5. No Shop.............................................................................38 Section 5.6. Notices of Certain Events...........................................................38 Section 5.7. No Duplicates.......................................................................39
CERTAIN COVENANTS OF THE SELLER. 3.1 Subject to the terms and conditions of this Agreement, and subject in all instances to the provisions of the Merger Agreement relating to Superior Proposals (as defined in the Merger Agreement, and including, without limitation, Section 7.11 of the Merger Agreement), which provisions are incorporated herein by reference and which shall apply to the Seller in his capacity as an officer and/or director of the Company (it being agreed that the Seller may take all actions not inconsistent with Section 7.11 of the Merger Agreement to facilitate the consummation of a Superior Proposal notwithstanding the provisions hereof), the Seller hereby irrevocably and unconditionally covenants and agrees from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 6 and (ii) the Effective Time, except in accordance with the provisions of this Agreement:
CERTAIN COVENANTS OF THE SELLER. 5.1 Conduct of the Business of the Company. During the Pre-Closing Period, the Seller shall, unless it has otherwise obtained LEC’s prior written consent, and shall cause the Company to (a) carry on and operate its business in the ordinary course (including authorizing and carrying out development activities consistent with past practice and using commercially reasonable efforts to keep available the services of the Company’s current officers and key service providers; provided, however, in no event shall the Company put in place any new employee retention agreements) and (b) comply in all material respects with (i) applicable Laws, (ii) the requirements of all Material Contracts and (iii) the Company Permits. Without limiting the generality of the foregoing, except as set forth in Section 5.1 of the Seller Disclosure Schedule or to the extent expressly required pursuant to Sections 1, 2, 5 or 6 of this Agreement, the Seller shall not, without the prior written consent of LEC, permit the Company to:
CERTAIN COVENANTS OF THE SELLER. (a) Access and Information Between the date of this Agreement and the Closing Date, Sellers will, and will cause Selas UK and their respective Representatives to, (a) afford Buyer and its Representatives full and free access during normal business hours to SAS and Selas UK's personnel, properties (including subsurface testing), Contracts, books and records, and other documents and data, (b) furnish Buyer and its Representatives with copies of all such Contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and its Representatives with such additional financial, operating, and other data and information as Buyer may reasonably request. Such review and investigation shall be conducted by Buyer so as not to unreasonably interfere with the Business of SAS or Selas UK.
CERTAIN COVENANTS OF THE SELLER. (a) Except as otherwise expressly contemplated by this Agreement or agreed to in writing by the Purchaser, at all times between the date hereof and the Closing Date, the Seller agrees that it shall cause the Company to:
CERTAIN COVENANTS OF THE SELLER. Except in accordance with the terms of this Agreement, the Seller hereby covenants and agrees as follows:
CERTAIN COVENANTS OF THE SELLER. The Seller covenants with the Purchaser that from and after the date hereof through the Closing Date (except as consented to or approved by the Purchaser in writing): Conduct of Business. The Seller shall cause the Company: to operate only in the Ordinary Course of Business and to continue to maintain, in all material respects, its properties in accordance with present practices in a condition suitable for their current use; to use commercially reasonable efforts to keep available generally the services of its present officers and Employees, and preserve generally the present relationships with Persons having business dealings with it; not to make any sale, assignment, transfer, abandonment, or other conveyance of any of its assets or any part thereof; to keep in full force and effect insurance comparable in amount and scope to coverage maintained by it (or on behalf of it) on the date hereof; not to settle, release or forgive any material claim or litigation or waive any material right; not to make, change or revoke, or permit to be made, changed or revoked, without the consent of the Purchaser, any material election or method of accounting with respect to Taxes; not to enter into, or permit to be entered into, without the consent of the Purchaser any closing or other agreement or settlement with respect to Taxes affecting or relating to the Company; not to enter into or amend any Plan and not to grant any increase in the salary or other compensation of any Employee, except as would not constitute a breach of Section 3.24; not to enter into any employment Contract with any director, executive officer or Employee of the Company or make any loan to, or enter into any material transaction of any other nature with, any director, executive officer or Employee of the Company; not to acquire, lease or dispose or agree to acquire, lease or dispose of any capital assets; not to change its authorized or issued capital stock; grant any stock option or right to purchase shares of capital stock; issue any security convertible into such capital stock; or make any Equity Distribution; not to incur any Indebtedness other than working capital borrowings in the Ordinary Course of Business; not to incur, or suffer to exist, any Lien on the assets of the Company other than Permitted Liens; not to take any action that would cause any of the representations and warranties made by the Seller in this Agreement not to remain true and correct; and to inform the Purchaser of the oc...
CERTAIN COVENANTS OF THE SELLER. In accordance with the terms of this Agreement, the Seller hereby covenants and agrees as follows:
