Certain Understandings and Agreements. 6.1 The Company realizes that Tokarz has an extensive background ix xxxxcting corporate transactions for himself and his affiliated entities, in participation with others, and on behalf of others. The Company realizes that, due to the extent of his background, Tokarz has a variety of business intxxxxxx and relationships with respect to such transaction activities that are ongoing. The Company understands that Tokarz is not prepared to terminate xxxxx interests, relationships or activities in order to enter into this Agreement. After due consideration of these factors and in consideration of the powers conferred under Section 122(17) of the Delaware General Corporation Law, the Company has determined that the benefits to the Company from Tokarz's services under this Agreemexx xxxxxigh any detriment to the Company from the pursuit by Tokarz of such other interests, relaxxxxxxips or activities while serving under this Agreement. Accordingly, the Company and Tokarz have reached the agreements cxxxxxxed in this Section 6.
6.2 During the Management Term, Tokarz shall not be required to devoxx xxx full business time and attention to his duties under this Agreement, but shall devote such time as he believes, in his judgment, is necessary to fulfill his obligations under this Agreement. In this regard, the Company has determined to rely on Tokarz's professionalism and his detxxxxxxxxon with such matters and any such determination shall not subject Tokarz to any liability under this Axxxxxxnt, although the Company retains the right to terminate this Agreement as provided herein.
6.3 The Company realizes that in the course of his activities during the Management Term, Tokarz may identify, develop or becoxx xxxre of investment opportunities that are suitable for the Company ("Opportunities"). Opportunities may also be suitable investments for Tokarz or other entities in which Toxxxx xas an interest or others witx xxxx Tokarz has a relationship (collectivxxx, "Other Parties"). Tokarz agrees that any Opportunities xxxx come to him from a director, officer or employee of the Company or which are submitted to him during the Management Term in his capacity as a officer or director of the Company or which are primarily investments in debt securities (including debt securities, and any mezzanine investment, including mezzanine investments with an equity component) shall be Opportunities of the Company ("Company Opportunities"), and Tokarz will not pursue any such Compxxx Xxp...
Certain Understandings and Agreements. 12 5.1. Best Efforts...................................................12 5.2. Public Announcements...........................................12 5.3. Confidentiality................................................12 5.4. Taxes..........................................................13 5.5. Private Letter Ruling Repurchase Option........................13 5.6.
Certain Understandings and Agreements. It is expressly understood and agreed by BND and Agent that Agent (i) is not acting as an underwriter, broker or dealer in connection with the Distribution (by nature of the fact that, among other things, the Distribution is being made as a dividend to BDSI stockholders as of a set date), (ii) is only providing informational and advisory services to or on behalf of BND in connection with the Distribution and to no other person or entity, and (iii) Agent is not authorized to undertake any solicitation, brokerage, underwriting or any similar activities on behalf of BND, BDSI or any other person or entity in connection with the Distribution. BND and Agent further agree that this agreement is intended to qualify as services provided in connection with an exempted offering as contemplated by NASD Rule 2710(b)(8)(I).
Certain Understandings and Agreements. 5.1. Conduct of Seller Prior to Closing. From the date hereof through the Closing Date, Seller shall operate the Facility in the ordinary course and shall not take any action inconsistent therewith, except as otherwise permitted by this Agreement or consented to by Buyer in writing. In connection therewith, Seller shall operate the Fixed Assets and systems comprising the Facility in a safe manner, using qualified, competent, and, if necessary, licensed personnel. Without limiting the generality of the foregoing, Seller shall: (a) keep full and complete Books and Records in all material respects; (b) maintain in full force and effect adequate insurance policies covering property, casualty, and general liability on the Assets; (c) take such commercially reasonable action as may be necessary to preserve the Facility and the Assets in good condition, normal wear and tear excepted; (d) use its commercially reasonable efforts to preserve the Facility and the Assets intact, and to preserve for Buyer the goodwill of the suppliers, customers and others having business relations with Seller in connection with the Facility; and (e) comply in all material respects with all Laws applicable to Seller in the ownership and operation of the Facility.
Certain Understandings and Agreements. 7.1 Form 8-K. Company shall file a current report on Form 8-K within 15 days of the Closing in compliance with the Exchange Act, with the audited financial statements of Acquiree (the "Audit") and the pro forma statements required by the Exchange Act via amendment of the Form 8-K within 75 days of the Closing, and will otherwise comply with the reporting requirements of the Exchange Act and all material requirements of NASDAQ following the Closing.
Certain Understandings and Agreements. 5.1. Conduct of Seller Prior to Closing.
Certain Understandings and Agreements. Section 5.1 Conduct of the Business. From the date of this Agreement to the Closing Date, other than as expressly permitted by any other provision of this Agreement or as expressly set forth in Section 5.1 of the Seller Disclosure Schedule, unless Buyer has consented in writing thereto (which consent shall not be unreasonably withheld or delayed), Seller:
(a) shall cause the Company to conduct the Company’s business in the ordinary course of business consistent with past practice;
(b) shall cause the Company to (i) use its commercially reasonable efforts to preserve intact the Company’s business and goodwill, keep available the services of the Company’s officers and employees and maintain the Company’s business relationships with customers, suppliers, licensors, licensees, distributors and others with whom the Company deals, (ii) maintain its assets in the ordinary course of business in good operating condition, reasonable wear and tear excepted and (iii) not voluntarily create after the date of this Agreement any Encumbrance that would have been required to be set forth in Section 3.7 of the Seller Disclosure Schedule if existing on the date of this Agreement, and use commercially reasonable efforts to remove any Encumbrance to which the Company’s assets become subject after the date of this Agreement;
(c) shall cause the Company, upon any damage, destruction or loss to any material asset, to apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such asset before such event or, to such other (better) condition as may be required by Applicable Law;
(d) shall cause the Company to maintain its level and quality of inventory and supplies, raw materials and spare parts in the ordinary course consistent with practices in place as of the December 31 Balance Sheet;
(e) shall keep, or cause to be kept, all insurance policies set forth in Section 3.16 of the Seller Disclosure Schedule or comparable policies, in full force and effect through the close of business on the Closing Date, and as of the Closing Date, Seller shall assign, or shall cause to be assigned, to the Company any and all assignable rights to proceeds relating to claims filed with respect to the Company’s assets that Seller, Parent or any of their affiliates may have under insurance policies covering claims by the Company relating to the period on or prior to the Closing Date;
(f) shall cause the Company not t...
Certain Understandings and Agreements. 4.01 Prior to Closing, the Seller shall obtain all necessary consents and waivers to its sale of the LNG Companies to Purchaser and shall cause the LNG Companies to conduct their business in the ordinary course, to maintain all insurances, and to comply with all laws. Purchaser shall also cause each of the LNG Companies to give to authorized representatives of Purchaser full access to their books, records, and physical facilities.
4.02 At the request of either Party, Purchaser and Seller shall negotiate and conclude a superseding purchase agreement containing more detailed representations, warranties and covenants. Nevertheless, until the execution and delivery of such superseding purchase agreement, this Agreement shall be fully valid and binding.
Certain Understandings and Agreements. 5.01 SWEA International Covenants. SWEA International hereby covenants and agrees that it will:
a) use its commercially reasonable efforts to maintain its existence and status as a nonprofit corporation in good standing under the laws of the State of California.
b) use its commercially reasonable efforts to maintain its status as an "exempt organization" under Section 501(c)(3) of the Revenue Code and its status under Section 23701d of the California Revenue Code.
c) use its commercially reasonable efforts to maintain in full force and effect its US federal and European Community protections of the SWEA International Rights, including its right to the acronym "SWEA" as a trade name, and the Logos as trademarks, all in accordance with the applicable laws of the United States and the European Union.
d) use its commercially reasonable efforts to obtain appropriate copyright, trademark and other intellectual property protections in the Territory for the SWEA International Rights and, if so obtained, to maintain such protections in full force and effect.
e) provide the Chapter by electronic or other written means with current lists of SWEA International's officers, directors and other key personnel, together with the telephone numbers and addresses of such persons.
f) provide to the members of the Chapter copies of each issue of SWEA International's periodic information newsletter now known as "SWEA Forum" (or any similar publication of SWEA International under a different name); provided, however, that nothing herein contained shall (i) require SWEA International to continue publishing SWEA Forum or any similar publication, or (ii) require SWEA International to publish SWEA Forum or any similar publication at any particular time or times.
g) use its commercially reasonable efforts to maintain a SWEA International website.
