Covenants of Sellers. Sellers covenant and agree as follows:
Covenants of Sellers. Sellers agree that:
Covenants of Sellers. Sellers jointly and severally covenant and agree with Purchaser that, at all times from and after the date hereof until the Closing and, with respect to any covenant or agreement by its terms to be performed in whole or in part after the Closing, for the period specified therein or, if no period is specified therein, indefinitely, Sellers will comply with all covenants and provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.
Covenants of Sellers. Between the date hereof and the Closing Date, Sellers shall:
(A) Maintain (or cause the maintenance of) the Property in its current condition, ordinary wear and tear and casualty excepted, but, in any event, in a manner consistent with reasonable and prudent business practices, including, without limitation, maintaining the same levels of staffing and personnel at the Property as currently maintained on the Property;
(B) Maintain (or cause the maintenance of) all casualty, liability and hazard insurance currently in force with respect to the Property;
(C) Not cause the Property, or any interest therein, to be alienated, encumbered (other than by mechanics’ or materialmen’s liens or claims which Sellers shall promptly pay or bond off so as to discharge the same from record prior to Closing) or otherwise transferred;
(D) Continue to conduct business with respect to the Property in the same manner in which said business has been heretofore conducted (but in any event in accordance with good business practices);
(E) Except as otherwise expressly provided in this Contract, shall not, without the prior consent of Buyer, allow the Company to enter into any contract, commitment or undertaking (other than New Leases, as hereinafter defined and separately addressed), make any change in or acceleration of the Company’s normal and customary billing practices, or make any change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s prior written consent, allow the Company to enter into any other contract or Contract affecting the Property unless such contract or Contract is terminable without cause by the owner of the Property on not more than thirty (30) days’ notice and without the payment of any termination fee or penalty;
(F) Take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct from the date hereof to the Closing Date and refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period;
(G) Shall not, without Buyer’s prior written consent, allow the Company to enter into any (i) new lease for any part of the Property, (ii) amendment, modification, or renewal of an existing Lease, (iii) accept the surrender of premises under any Lease, (iv) consent to sublease, or (v) terminate...
Covenants of Sellers. Sellers shall have duly performed and complied in all material respects with all of the covenants, acts, agreements and undertakings required to be performed by each of them under this Agreement on or prior to the Closing.
Covenants of Sellers. Sellers hereby covenant and agree as follows:
Covenants of Sellers. Sellers agree that, unless Buyer otherwise agrees in writing and except as set forth in the Disclosure Schedule, prior to the Closing Date:
Covenants of Sellers. Every Seller hereby covenants, jointly and severally, with Buyer as follows:
Covenants of Sellers. Each Seller, jointly and severally, covenants and agrees with Purchasers and the Company that:
Covenants of Sellers. (a) Each Seller hereby undertakes and agrees that, between the effective date of this Agreement and the Closing Date, each will use its, his or her commercially reasonable best efforts to cause Checkers to:
(i) do nothing to materially and adversely affect the prospects or continued viability of Checker's business;
(ii) pay no extraordinary compensation to any of Checker's officers, directors or stockholders and not incur any additional debt other than in the ordinary course of business;
(iii) except in order to satisfy outstanding options and/or warrants and/or other commitments, not issue or sell any of its securities or any securities of any of its subsidiaries, or any rights to acquire such securities;
(iv) not pay any dividends, redeem any securities or otherwise cause any asset to be distributed to its stockholders in their capacities as such;
(v) promptly inform the Company of any offer or proposal, directly or indirectly, with respect to the sale or transfer of all or any material part of Checker's stock or assets, and shall furnish such information with respect thereto as the Company may request; provided that nothing herein shall preclude Checkers or its Board of Directors from acting in good faith to comply with the Board's fiduciary obligations under applicable law;
(vi) use its best efforts to preserve intact Checker's business organization, its goodwill and its customers, suppliers, and others having business relations with it; and
(vii) file, to the extent not already filed, all notices and documents required under HSR to consummate this Agreement.
(b) Each Seller hereby undertakes and agrees to vote its shares of Rally's Common Stock in favor of the conversion provision contained in Section 9 of the Certificate of Designation.