Covenants Indemnity Sample Clauses

Covenants Indemnity. 11.1 Conduct of Business between Signing and Closing Subject to the other provisions of this Agreement, the Seller shall at all times from the date of this Agreement up to an including the Closing Date cause the Company to conduct its operations actively as a going concern in the ordinary course of business and consistent with past practice. In particular, Seller shall procure that the Company shall only with the prior consent of the Buyer (or, if applicable administrative or regulatory laws do not so permit, prior consultation of Buyer) do or agree to do the following from the date of this Agreement through the Closing Date: (a) do anything that would materially interfere with the consummation of the transactions contemplated under this Agreement; (b) make any hiring or material change to the terms of employment of any director, officer or employee of the Company; (c) form or enter into any material partnership, consortium, joint venture or other incorporated association; (d) delay payment, change invoicing and payment terms other than consistent with prior business practice; (e) alter or amend in any manner the articles of incorporation or organization regulations of the Company; (f) increase, reduce or otherwise change the share capital, or grant any option or conversion rights on the equity of the Company; (g) enter into, increase or extend any liability under any guarantee or indemnity outside the ordinary course of business, except as contemplated by this Agreement; (h) sell, encumber or transfer any assets outside the ordinary course of business, except as contemplated by this Agreement; (i) grant, create or allow to be created any lien over any of its assets other than charges arising by operation of law or in the ordinary course of business; (j) borrow any money or incur any indebtedness; (k) incur other liabilities outside the ordinary course of business; (l) pay, discharge or satisfy any claim, liability or obligation other than in the ordinary course of business; (m) declare, make or pay any dividend or other distribution (including hidden profit distributions of any kind) with respect to the Shares, except as contemplated by this Agreement; (n) terminate, materially amend or enter into any of the material contracts as set forth in Schedule 7.20(i) except as contemplated in this Agreement.