Covenants of Seller and the Company. Each of Seller and the Company covenants and agrees as follows:
Covenants of Seller and the Company. Seller and the Company each hereby covenants and agrees with Purchaser as follows:
Covenants of Seller and the Company. Seller and the Company hereby covenant and agree as follows:
Covenants of Seller and the Company. Seller and the Company covenant and agree as follows:
(a) Access. Prior to the Closing, Seller and the Company shall grant or furnish to Investor or cause to be granted or furnished to Investor and its Affiliates and their respective representatives (including counsel, accountants and financing sources) (i) reasonable access (including making an office available at the Company's headquarters for a designated representative of Investor), during normal business hours and upon reasonable notice, to the relevant personnel, properties, accountants, contracts, books and records and offices and other facilities of the FinanceCo Companies, and excluding access to information that is privileged, or that is subject to legal or contractual restriction on access (provided that Seller shall have used commercially reasonable efforts to remove such restriction on access) so long as such access does not unreasonably interfere with the normal operations of the FinanceCo Companies and (ii) such information concerning the business of the Company and the Company's Subsidiaries (including financial and operating information and regular reports thereon as reasonably requested by Investor) as may be reasonably requested, from time to time, by or on behalf of Investor. All requests for access shall be directed to Xxxxx Xxxxxx. Investor shall indemnify and hold Seller, the FinanceCo Companies and their respective Affiliates, officers, members, shareowners, directors and employees harmless against any and all actual claims, damages or expenses relating to the personnel, properties, books and records of any FinanceCo Company arising out of or with respect to Investor's or its representatives', agents' or employees' exercise of Investor's rights under this Section 6.1(a). Notwithstanding any provision in this Agreement to the contrary, Investor's obligations under this Section 6.1(a) shall survive the termination of this Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.1(a) or otherwise shall affect or be deemed to modify any representation contained in this Agreement or the conditions to the obligations of the parties hereto to consummate the Closing and the transactions contemplated by this Agreement.
Covenants of Seller and the Company. Seller and the Company shall have performed and complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing.
Covenants of Seller and the Company. 5.1 Unless waived by Buyer, Company agrees with the Buyer that it will, prior to and following the Closing:
(i) On the Business Day immediately following the date on which this Agreement is executed and delivered, the Company will issue a press release disclosing the material terms of this Agreement and the transactions contemplated thereby and (ii) timely file with the Commission a Current Report on Form 8-K disclosing the material terms of this Agreement and the collateral Assets Purchase Agreement and the transactions contemplated thereby.
5.2 The Company will prior to the Closing:
(a) maintain its corporate existence in good standing;
(b) complete its audit for its fiscal year ended October 31, 2005 and complete, file and execute on its Current Quarterly Report on Form 10-QSB for the period ended July 31, 2005.
(c) pay or discharge before becoming delinquent (a) all taxes, levies, assessments and governmental charges imposed on it or its income or profits or any of its Property and (b) all lawful claims for labor, material and supplies, which, if unpaid, might become a Lien upon any of its Property, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided, however, that the Company shall not be required to pay or discharge any tax, levy, assessment or governmental charge, or claim for labor, material or supplies, whose amount, applicability or validity is being contested in good faith by appropriate proceedings being diligently pursued and for which adequate reserves have been established under GAAP;
(d) comply with all Governmental Requirements applicable to the operation of its business, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(e) comply with all agreements, documents and instruments binding on it or affecting its Properties or business, including, without limitation, all Material Contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(f) provide the Buyer with copies of all materials sent to its stockholders, in each such case at the same time as delivered to such stockholders; and
(g) timely file with the Commission all other reports required to be filed pursuant to the Exchange Act, including the Quarterly Report on Form 10-QSB for the period endedJuly 31,...
Covenants of Seller and the Company. Each of Seller and the Company agrees that:
Covenants of Seller and the Company. Seller and the Company, jointly and severally, covenant and agree with SCI and Purchaser that, at all times from and after the Effective Date until the Closing (and, with respect to Section 4.10, for a period of six (6) months following the Closing Date), Seller ------------ and the Company will comply with all covenants and provisions of this Article IV, except to ---------- the extent Purchaser may otherwise consent in writing.
Covenants of Seller and the Company. Each of Seller and the Company hereby covenants and agrees with Purchaser that each of them shall do, or cause to be done, the following:
7.1 Conduct of Business Until Closing Date. From the date hereof until the Closing, except as permitted or required hereby or as set forth on Schedule 7.1 hereto, Seller shall:
(a) operate, or cause to be operated, the business of the Company only in the usual, regular and ordinary manner, and use their best efforts to (i) preserve the present business organization of the Company intact, (ii) keep available the services of the present employees of the Company, and (iii) preserve the current business relationships of the Company with customers, clients, suppliers, distributors and others having business dealings with it;
(b) bear the risk of loss or damage to the Company's Assets and Properties on and prior to the Closing Date where such risk of loss is not the legal obligation of another, and maintain, or cause to be maintained, all properties necessary for the conduct of the business of the Company, whether owned or leased;
(c) maintain, or cause the Company to maintain, the Books and Records and accounts of the Company in the usual, regular and ordinary manner, on the basis consistent with prior periods;
(d) duly comply, and cause the Company to duly comply, with all laws, rules and regulations applicable to the Company and to the conduct of its business;
(e) perform, or cause to be performed, all of the obligations of the Company without default, unless such default is of no significance to the Company and could have no adverse impact on the Company, its Assets and Properties or the Business;
(f) neither (a) amend the Company's Articles of Incorporation or By-Laws; (b) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity, or cause the Company to do any of the foregoing; or (c) change, or permit the Company to change, the character of the business of the Company;
(g) not, with respect to the Company, nor permit the Company in its own right to (a) encumber, mortgage, or voluntarily subject to Lien any of the Company's existing Assets and Properties or the Common Stock; (b) transfer, sell, lease, license or otherwise dispose of any of, or any part of, Company's Assets and Properties (other than in the ordinary course of business); (c) convey, transfer or acquire any material Asset and Property to, for or on behalf of the Company other than in the ordinary course of business; (d) enter i...
Covenants of Seller and the Company. Section 5.1 Regulatory and Other Approvals Section 5.2 HSR Filings Section 5.3 Conduct of Business Section 5.4 Financial Statements and Reports Section 5.5 Fulfillment of Conditions Section 5.6 Control of the Company’s Operations
