Covenant of Sellers Sample Clauses

Covenant of Sellers. Each Seller covenants that it will make or give all notifications, filings, consents and approvals, from, to or with all governmental authorities, and take all actions reasonably requested by Buyers, necessary for, and cooperate with Buyers in obtaining, the issuance, assignment or transfer, as the case may be, by each such authority of such permits or other governmental approvals as may be necessary for Buyers to own and operate the Properties following the consummation of the transactions contemplated in this Agreement.

Covenant of Sellers. Sellers covenant and agree not to increase the levels of compensation and benefits provided to any of the Leased Employees during the Lease Period, other than for normal increases in compensation and benefits to similarly-situated employees of Sellers, and in the ordinary course and operation of Sellers' business.

Covenant of Sellers. So long as the Agreement is in full force and effect: Sellers shall not do any of the following without Buyer's prior written consent: (i) enter into any contract relating to the maintenance, operation, or development of the Property that will survive the Closing; (ii) grant any easement, lease any part of the Property, or encumber the Property.

Covenant of Sellers. (a) Prior to the Closing, without the prior written consent of Buyer or as otherwise expressly provided herein, the Sellers will not, and will not permit any of their Affiliates to take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger as set forth in Section 7 not being satisfied or in a violation of this Agreement; or take or omit to be taken any reasonable action which reasonably could be expected to have a Material Adverse Effect on the Company. (b) Each Seller shall vote or cause to be voted all of its Seller Shares that are Seller Voting Shares and that are owned by it as of the record date against the approval of any Acquisition Proposal providing for a merger, acquisition, consolidation, sale of a material amount of assets or other business combination of the Company or any of its Subsidiaries with any Person other than Buyer or any of its Subsidiaries. (c) So long as this Agreement has not been terminated in accordance with the terms hereof, the Seller will not sell, assign, transfer or otherwise dispose of (including, without limitation, by the creation of a Lien), or permit to be sold, assigned, transferred or otherwise disposed of, any of the Seller Shares, whether such Seller Shares are held on the date of this Agreement or are subsequently acquired, whether pursuant to the exercise of stock options or otherwise, except (i) transfers by operation of law (in which case this Agreement shall bind the transferee), and (ii) as Buyer may otherwise agree in its sole discretion. (d) Each Seller agrees that, so long as this Agreement has not been terminated in accordance with the terms hereof, each Seller shall, and shall instruct each of its Representatives and Affiliates to, cease and refrain from any and all activities, discussions, negotiations, providing any information with respect to, or other actions with any Person other than Buyer or any of its Subsidiaries or any of their respective Representatives with respect to any Acquisition Proposal other than the Merger.

Covenant of Sellers. Each of the Sellers, severally and not jointly, covenants and agrees with the Buyer and Holdings as follows:

Covenant of Sellers. 38 6.9 POST-CLOSING TAX MATTERS.......................................................................39 6.10

Covenant of Sellers. For a period of five (5) years from and after the later of the Closing Date or the termination of the applicable Seller’s employment with the Company, such Sellers, severally, hereby covenant and agree that he or she shall not engage or participate, directly or indirectly, in any business in competition with the business conducted by the Company immediately prior to the Closing within the States of Connecticut, Florida, Maine, Massachusetts, New Hampshire, New Jersey; New York; North Carolina; Ohio and Pennsylvania or within 200 miles of any of the Company’s Facilities. Buyer shall pay $50,000 to each of Cxxxx X. Xxxxx, Bxxxx Xxxxx, Cxxxx X. Xxxxx and Txxxx Xxxxx Xxxxx, as consideration for the covenant not to compete. In the event that during the term of this covenant the employment of Cxxxx X. Xxxxx, Txxxx Xxxxx Xxxxx, Cxxxx X. Xxxxx. and/or Bxxxx Xxxxx is terminated for any reason, the payment hereunder shall also constitute severance pay.

Covenant of Sellers. For a period of five (5) years from and after the later of the Closing Date or the termination of such Seller’s employment with the Company, Sellers, severally, hereby covenant and agree that he or she shall not engage or participate, directly or indirectly, in any business in competition with the business conducted by the Company immediately prior to the Closing within the Commonwealth of Pennsylvania, or the States of Alabama, Illinois, Oregon, Ohio, or Texas or in Ontario, Canada. Buyer shall pay Fifty Thousand Dollars ($50,000) each to Jxxxx Xxxxx and to Jxxxx Xxxxx as consideration for the covenant not to compete. Any passive beneficial ownership of less than five percent (5%) of the equity of a company whose securities are actively traded on a national securities exchange or NASDAQ shall not be deemed to be a violation of this covenant.

Covenant of Sellers. Sellers covenant that at the request and the sole expense of Buyer, at any time after the Closing Date, Sellers shall promptly execute and deliver such documents, and take other acts, as Buyer or its counsel may reasonably request to effectuate the purposes of this Agreement, including but not limited to procuring, maintaining, perfecting, registering, transferring, evidencing and enforcing the full benefits, enjoyment, rights, title and interest, on a worldwide basis of the Acquired Assets.