Covenants of Seller Parties. Each of the Seller Parties agrees that, unless the REIT agrees, in writing (which agreement shall not be unreasonably withheld or conditioned), or otherwise stated in this Agreement:
Covenants of Seller Parties. 24 8.1 Exclusive Dealing; Acquisition Proposals 24 8.2 Non-Solicitation of Employees 24
Covenants of Seller Parties. Seller Parties agrees that:
Covenants of Seller Parties. On and as of the date of this Agreement and each Purchase Date and on each day until this Agreement is no longer in force, each Seller Party covenants as follows:
Covenants of Seller Parties. Each Seller Party hereby covenants and agrees as follows:
Covenants of Seller Parties. Until the fifth anniversary of the Closing Date, (a) neither of the Seller Parties shall, directly or indirectly, establish, own, manage, operate, or engage in or otherwise participate in the conduct of any activity directly or indirectly involving activities which compete with the Subject Company Business, and (b) the Seller Parties shall not, and to the extent it has the legal and enforceable right to do so, shall not permit their directors, officers, employees, agents, consultants and/or representatives (but not including the Retained Employees and Persons who are currently performing services for the Seller and are not retained as employees by the Buyer Parties) to, directly or indirectly, (i) recruit, solicit or encourage any existing customer of the Subject Companies to terminate or reduce the scope of his, her or its relationship with the Subject Companies or (ii) solicit, encourage or attempt to solicit or encourage any of the Retained Employees to terminate his, her, or its relationship with the Buyer Parties or to become employees, agents, representatives or consultants of any other person or entity. The parties expressly acknowledge that it would be difficult to measure the damages that might result from any breach of this Section 6.7(a), and that any such breach will result in immediate, substantial irreparable injury to the Buyer Parties for which it will have no adequate remedy at law. The Buyer Parties shall be entitled to, without the posting of a bond, an injunction issued by a court of competent jurisdiction enjoining and restraining the breaching Person from continuing such breach. If any court construes any of the restrictive covenants contained in this Section 6.7(a), or any part hereof, to be unenforceable, because of the duration of this Section 6.7(a) or the area covered hereby or otherwise, such court shall have the power to revise the duration or area or other portion of this Section 6.7(a) and, in this revised form, this Section 6.7(a) shall then be enforceable and shall be enforced. Rights and remedies provided for in this Section are cumulative and shall be in addition to rights and remedies otherwise available to the parties hereunder or under any other agreement or applicable Law.
Covenants of Seller Parties. Seller and, for the purposes of Section 5.09, each Founder Shareholder agree that:
Covenants of Seller Parties. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, the Seller Parties agree that, except as otherwise consented to in writing by Zoom, (i) Gu and the Seller Parties shall not enter into any contract, lease, license, obligation, indebtedness, commitment, purchase or sale relating to the JL Shares or the Leimone Shares; (ii) Gu and the Seller Parties shall not enter into or assume any mortgage, pledge, conditional sale or other title retention agreement, or permit any Lien to be placed upon the JL Shares or the Leimone Shares; and (iii) TCB Digital shall (except to the extent expressly contemplated by this Agreement), (a) carry on its business in the ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due (subject to good faith disputes over such debts or taxes), to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organizations and (b) use its commercially reasonable efforts consistent with past practice to keep available the services of its present officers, directors and employees and use its commercially reasonable efforts consistent with past practice to preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that there shall not be a Material Adverse Effect in its ongoing businesses as of the Closing Date. Seller Parties agree to promptly notify Zoom of any material event or occurrence not in the ordinary course of its business and of any event that would have a Material Adverse Effect on any of the Leimone Companies or TCB Digital. Without limiting the generality of the forgoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, except as listed on Section 6.1 of the Seller Party Disclosure Schedule or as otherwise expressly permitted by or provided for in this Agreement, Seller Parties shall not allow, cause or permit any of the following actions to occur with respect to TCB Digital without the prior written consent of Zoom, which shall not be unreasonably delayed or withheld:
Covenants of Seller Parties. Section 7.1
Covenants of Seller Parties. Seller Parties covenant and agree with Purchaser that they will comply, or will cause their Affiliates to comply, with all covenants and provisions of this ARTICLE 5, except to the extent Purchaser may otherwise consent in writing.
