COVENANTS OF SELLER AND SHAREHOLDERS. Seller and Shareholders hereby covenant and agrees as follows:
COVENANTS OF SELLER AND SHAREHOLDERS. Seller and the Shareholders, ------------------------------------ jointly and severally, covenant and agree that:
(a) From the date of execution of this Agreement until Closing Seller will, and the Shareholders will cause Seller to, operate in accordance with its current methods of transacting business and use its best efforts to preserve its business organizations, keep available the services of its employees, maintain good relationships with providers, suppliers, lessors, governmental authorities, distributors, employees, customers and others having business relationships with Seller, and maintain the condition of the Transferred Assets as represented in this Agreement; make all normal and customary repairs, replacements and improvements to its facilities and to the Transferred Assets; deliver to Purchaser and Issuer, promptly after they are prepared, monthly management operating reports setting forth Seller's revenues and expense for each month, on a basis consistent with Seller's monthly management reports as prepared prior to the Closing Date; and to promptly notify Issuer and Purchaser of any event, occurrence or emergency material and adverse to, or not in the ordinary course of business or consistent with the past practice of, Seller.
(b) Without limiting the generality of Subsection (a) above, from the date of execution of this Agreement until Closing, Seller will not, and Shareholders will not permit the Seller to, without the prior written consent of Issuer and Purchaser:
(i) Change its organizational or constituent documents or merge or consolidate with or into any entity or obligate itself to do so, other than as required by this Agreement;
(ii) Declare, set aside or pay any dividend or other distribution on or in respect of shares of its capital stock, or any redemption, retirement or purchase by them with respect to such shares or make any repayment of indebtedness to the Shareholders, or make any other payment to any Shareholder for any purpose other than regular payment of employment compensation in accordance with past practices;
(iii) Discharge or satisfy any lien, charge, encumbrance or indebtedness owing by Seller or to Seller outside of the ordinary course of business, or waive any claims or rights of substantial value;
(iv) Sell, transfer or otherwise dispose of any of the Transferred Assets other than sales of inventory in the ordinary course of business and on consistent terms with Seller's prior practice;
(v) Dispose of or permit ...
COVENANTS OF SELLER AND SHAREHOLDERS. Buyer and Seller agree that from the date hereof to the Closing Date:
COVENANTS OF SELLER AND SHAREHOLDERS. 18 4.1. Confidentiality...........................................18 4.2. Full Access...............................................19 4.3. Covenant to Satisfy Conditions............................19 4.4.
COVENANTS OF SELLER AND SHAREHOLDERS. Seller and Shareholders covenant and agree that, except as otherwise consented to in writing by Buyer and HRH:
COVENANTS OF SELLER AND SHAREHOLDERS. Seller and Shareholders jointly and severally agree to:
(a) use their commercially reasonable efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by Seller in connection with the transactions contemplated by this Agreement; and
(b) use their commercially reasonable efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Article VI of this Agreement;
COVENANTS OF SELLER AND SHAREHOLDERS. Seller and the Shareholders, jointly and severally, agree that, subsequent to the execution of this Agreement, on or prior to the Closing:
COVENANTS OF SELLER AND SHAREHOLDERS. Seller and Shareholders covenant and agree that, from and after the date of this Agreement and until Closing, Seller will conduct the Business subject to the following provisions and limitations:
COVENANTS OF SELLER AND SHAREHOLDERS. Seller and Shareholders covenant and agree that, except as otherwise consented to in writing by Buyer and HRH:
A. Regular Course of Business. Prior to the Transfer Date, Seller will carry on its business diligently and in the ordinary course consistent with past management practices, except as otherwise contemplated by this Agreement.
COVENANTS OF SELLER AND SHAREHOLDERS
