Certain Seller Covenants. Seller hereby makes the following covenants to Buyer, the compliance with which in all respects shall be a condition to Buyer's obligations hereunder: Seller shall conduct and operate its Business, as it pertains to the Acquired Assets, in the ordinary and prudent course of business consistent with past practices and shall not sell, lease or dispose of any of the Acquired Asset to be conveyed pursuant to this Agreement and shall preserve the business of the customers, suppliers and others having business relations with Seller's Business as those relations may pertain to the Acquired Assets; Seller shall operate its Business, with respect to the Acquired Assets, in all respects in accordance with all laws, regulations and rules applicable to such Business; Seller shall not take any action that would cause any representation or warranty contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties; Seller shall not take any action which is inconsistent with Seller's obligations under this Agreement; and Seller shall notify Buyer of any litigation or administrative proceeding or investigation pending or, to Seller's knowledge, threatened, which challenges the transactions contemplated hereby.
Certain Seller Covenants. Subject to paragraph 7, Seller hereby makes the following covenants to Buyer, the compliance with which covenants (without giving effect to any Material Adverse Effect or other materiality qualifier contained therein) shall be a condition to Buyer's
Certain Seller Covenants. Until the termination of this Agreement or the Closing:
(a) Seller shall conduct its business with respect to the Purchased Assets only in the ordinary course.
(b) Seller shall reasonably cooperate with Buyer in the orderly transition of the business related to the Purchased Assets to Buyer's control by the Closing.
(c) Seller shall use reasonable best efforts to preserve for Buyer the good will of Seller's customers and others having business relations with the Seller related to the Purchased Assets.
(d) Seller shall refrain from negotiating the license or other form of transfer of any portion of the Purchased Assets with any third party. Until the first anniversary of the Closing, Seller shall use reasonable commercial efforts to ensure that the operator of the Aptos Post, Inc. web site provides reasonable links to Buyer's web site for site users interested in the Software, all without charge to Buyer.
Certain Seller Covenants. Until the earlier of (a) termination of this Agreement or (b)
Certain Seller Covenants. (a) NONCOMPETITION. For a period of 5 years following the Closing, none of the Sellers will, directly or indirectly, on its own behalf or as an officer, director, employee, consultant or other agent of, or as a stockholder, partner or other investor in, any Person (other than Buyer):
(i) engage in the business of manufacturing, processing, distributing, marketing or selling dairy products, fruit drinks, bottled water or blow mold PET or high density plastic containers (the "Business") within the United States and Puerto Rico ( the "Territory");
(ii) directly or indirectly influence or attempt to influence any customer or prospective customer of any of the Companies or Buyer located within the Territory to purchase goods or services related to the Business from any Person other than the Companies or Buyer; or
(iii) employ, attempt to employ or solicit for employment any individual who is an employee of any of the Companies or Buyer at such time or was an employee of any of the Companies or Buyer during the year prior to such time; provided that the foregoing will not apply to any investment in publicly traded securities constituting less than 5% of the outstanding securities in such class.
Certain Seller Covenants. Seller hereby makes the following covenants to Buyer:
(a) Seller shall operate the Station in all material respects in accordance with the FCC license for the Station and all laws, regulations and rules applicable to the Station; provided that Seller is under no obligation to begin operation of the Station prior to the Closing;
(b) Seller shall not knowingly take any action that would cause any representation or warranty contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties;
(c) Seller shall not knowingly take any action which is materially inconsistent with Seller's obligations under this Agreement;
(d) Seller shall notify Buyer of any litigation or administrative proceeding or investigation pending or, to Seller's best knowledge, threatened which challenges the transactions contemplated hereby;
Certain Seller Covenants. Through the Closing Date; Certifications of Seller at Closing.
a. Certain Seller Covenants Through the Closing Date. From July 31, 2007 until the Closing Date, the Seller: (i) used Seller's best efforts to conduct the Business in a reasonable and prudent manner in accordance with past practices; (ii) did not engage in any transactions out of the ordinary course of business; (iii) used Seller's best efforts to preserve the existing business organization of the Seller and the Seller's relations with its employees, customers, franchisors, suppliers and others with whom it has a business relationship; (iv) used Seller's best efforts to preserve and protect the Seller's Assets; (v) did not sell, encumber or dispose of any of Seller's assets, except such as are retired or replaced in the ordinary course of business; (vi) conducted Seller's business in compliance with all applicable laws and regulations; (vii) did not make any distributions to any of the shareholders or unit holders of the Seller, or make either interest or principal payments on shareholder, unit holder or related party notes or loans, or make any other withdraws other than in the ordinary course of business, unless disclosed to and approved in writing by the Buyer; (viii) did not pay any bonuses or make any salary or wage increases to employees of the Seller, unless disclosed to and approved by the Buyer; and (ix) took no actions which might be adverse to the interests of the Seller, the Buyer, or the Business.
Certain Seller Covenants. Seller hereby makes the following covenants to Buyer:
(a) Seller shall operate the Station in all material respects in accordance with the FCC license for the Station and all laws, regulations and rules applicable to the Station; provided that Seller is under no obligation to begin operation of the Station prior to the Closing;
(b) Seller shall not knowingly take any action that would cause any representation or warranty contained herein to become false or invalid, and Seller shall notify Buyer of any change in any of Seller's representations and warranties contained herein; provided, however, that such notice shall not operate to cure any breach of such representations or warranties;
Certain Seller Covenants. Sell hereby makes the following covenants to Buyer, the compliance with which in all respects shall be a condition to Buyer's obligations hereunder:
(x) Seller shall conduct and operate its business in the ordinary and prudent course of business consistent with past practices, shall not sell, lease or dispose of any Asset to be conveyed hereunder and shall preserve the business of the customers, suppliers and others having business relations with Seller's business; (b) Seller shall operate its business in all respects in accordance with all laws, regulations and rules applicable to such business;
Certain Seller Covenants
