Covenants and Other Agreements. Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.
Covenants and Other Agreements. Seller shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.
Covenants and Other Agreements. (a) The Company covenants and agrees with each of the Underwriters as follows:
(i) During the period beginning on the date hereof and ending on the earlier of (i) such date as determined by the Representative, the Prospectus is no longer required by law to be delivered in connection with sales by an underwriter or dealer and (ii) the completion of the distribution of the Shares by the Representative (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, including any Rule 462 Registration Statement, the Time of Sale Disclosure Package or the Prospectus, the Company shall furnish to the Representative for review and comment a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Representative reasonably objects.
(ii) From the date of this Agreement until the end of the Prospectus Delivery Period, the Company shall promptly advise the Representative in writing (A) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (B) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, (C) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending its use or the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time during the Prospectus Delivery Period, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees during the Prospectus Delivery Period that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 4...
Covenants and Other Agreements. 10 ARTICLE 6
Covenants and Other Agreements. Section 5.01.
Covenants and Other Agreements. Section 8.01 Conduct of the Companies’ Business Prior to the Closing.
(a) From the date hereof until the Closing, except as (i) otherwise provided in this Agreement, including the consummation of the Unit Exchange, (ii) as required by applicable Law (including, but not limited to, the HSR Act) or Contract, (iii) consented to in writing by ParentCo and MedMen (which consent shall not be unreasonably withheld, conditioned or delayed), (iv) as contemplated under this Agreement, (v) to the extent that such action or inaction would not be reasonably likely to cause a Company Material Adverse Effect, Transferors shall, and shall cause the Companies to, (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Companies, grow the current organization as contemplated by the expenditures contemplated in the Interim Spending Plan, and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Transferors shall cause the Companies not to:
(i) take and action which, to Transferors’ actual knowledge, may reasonably be expected to adversely affect the good standing of any Permit;
(ii) issue, sell or deliver any units or shares of their capital stock or membership units or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any units or shares of their capital stock or membership units; provided, however, that units issued or to be issued as set forth on the Company’s pro forma capitalization table, dated December 20, 2018, shall not be subject to this Section 8.01(a)(ii);
(iii) effect any recapitalization, reclassification, stock dividend, stock split or like change in their capitalization;
(iv) amend or otherwise modify in any respect its organizational documents;
(v) make any redemption or purchase of any shares or units of the Companies;
(vi) make or rescind any material express or deemed election relating to Taxes, amend any Tax return, settle or compromise any litigation relating to Taxes or change any of its methods of reporting income or deductions for federal, state, national, local or foreign income Tax purposes from those empl...
Covenants and Other Agreements. Buyer shall have performed, in all respects, its covenants and agreements herein on or prior to the applicable Conversion Date;
Covenants and Other Agreements. Section 5.01. PRE-CLOSING COVENANTS OF TWO HARBORS LLC. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other applicable Formation Transaction Documentation, Two Harbors LLC shall cause Two Harbors Property to use commercially reasonable efforts to conduct its business and operate and maintain the Properties in the ordinary course of business consistent with past practice, continue to fund the trust accounts of its property managers to fund operating and renovation costs in a manner consistent with past practice, pay its obligations as they become due and payable, and use commercially reasonable efforts to preserve intact its current business organizations and preserve its relationships with customers, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. In addition, and without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date and except in connection with the Formation Transactions, Two Harbors and Two Harbors LLC shall not permit Two Harbors Property or any Subsidiary of Two Harbors Property without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretion, to:
(a) Issue, deliver, sell transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or other equity interests in Two Harbors Property or any Subsidiary of Two Harbors Property or any other assets or Properties of Two Harbors Property;
(b) Cause or permit Two Harbors Property or its Subsidiaries to: file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat Two Harbors LLC or any of its Subsidiaries as an association taxable as a corporation for United States federal income tax purposes (or make any comparable election for state purposes); make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrender...
Covenants and Other Agreements. The parties hereto covenant and agree as follows: 6.1
Covenants and Other Agreements. 16
5.1 General 16 5.1.1 Closing Cooperation / Access to information 16 5.1.2 Filings and Approvals 17 5.1.3 Revised Schedules 17 5.1.4 Public Announcements 18 5.2 Conduct of Business 18 5.3 Transaction Expenses 19 5.4 Confidentiality 19 5.5 Warranty Liabilities and Known Product Defects 20 5.5.1 Standard Warranty Liabilities 20 5.5.2 Extended Warranty Liabilities 20 5.5.3 Known Product Defects 20 5.6 Adjustment 21 5.7 Certain Payments Received from Third Parties 22 5.8 Consents — Seller Contracts 22 5.9 Bundled Contracts 23 5.10 Insurance 23 5.11 Additional Equipment 23 5.12 Additional Inventory 24 5.13 Invoices 24 5.14 Release of Permitted Liens 25 5.15 Transition 25 5.16 Additional Covenants 25 8.1 Transfer Taxes 27 8.2 Transfer Tax Indemnity 28 8.3 Tax Characterization of Certain Payments and Credits 28 8.4 Tax Responsibility 29 8.5 Tax Credits; Tax Refunds 29 8.6 Notices 29 9.1 Indemnification Obligations 30 9.1.1 Indemnification by the Seller 30 9.1.2 Indemnification by the Purchaser 30 9.1.3 Indemnification under the Other Transaction Documents 30 9.2 Limitations on Indemnification 31 9.2.1 Monetary Limitations 31 9.2.2 Time Period for Claims 31 9.2.3 Disclosures 32 9.3 Defense of Third Party Actions 32 9.4 Cooperation 32 9.5 Sole Remedy 33 9.6 Calculation of Loss 33 9.7 Mitigation obligation 33 9.8 Limitations on Losses 33 9.9 Assignment of Claims 34 11.1 Termination 35 11.2 Rights on Termination 35 11.3 Remedies 35 11.4 Consent to Amendments; Waivers 36 11.5 Successors and Assigns 36 11.6 Third Party Rights 36 11.7 Time of the Essence 36 11.8 Governing Law; Submission to Jurisdiction 36 11.9 Notices 37 11.10 Schedules 37 11.11 Counterparts 37 11.12 Construction; Joint Drafting 37 11.13 Severability 38 11.14 Headings 38 11.15 Entire Agreement 38 0 Transfer of the New Shares 50 1 Title to Tangible Assets 50 2 Seller Contracts 50 3 Intellectual Property 51 4 Litigation 52 5 Nokia O2 52 6. Intentionally omitted 52 7 Inventory 52 8 Owned Equipment 52 9 Financial Information 52 10 Actions Since Financial Statements 53 11 Compliance with Laws 53 12 Absence of certain Commercial Practices 54 13 Insolvency 54 14 Nortel Products 54 15 Product Development 54 16 Subsidies 54 17 Sales of the Seller 54 18 Accuracy of Disclosure 55 19 Supplier Contracts 55 20 LG-Nortel Supply 55 21 Representations and Warranties 55 • Alcatel Lucent, a société anonyme organized under the laws of France, registered with the Paris Registry of Companies under number B 542 019 096, wi...
