Covenants of Sellers and Purchaser. 6.1. Conduct of the Business Prior to Closing. Except (i) as expressly permitted by this Agreement, (ii) as disclosed in Section 6.1 of the Disclosure Schedule, (iii) with the written consent of Purchaser (which shall not be unreasonably withheld or delayed) or (iv) as required by applicable Law, during the period from the date of this Agreement until the Closing, Sellers shall, and shall cause each of the Transferred Subsidiaries to, using commercially reasonable efforts: (w) conduct their business, (x) comply in all material respects with all applicable Laws and, subject to any change permitted pursuant Section 6.1 and the provisions of the Bankruptcy Code, and the requirements of all Material Contracts, (y) maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, in each case, to the end that its goodwill and ongoing business shall be unimpaired at the Closing and (z) keep in full force and effect all material insurance policies as identified in Schedule 6.1 maintained by Sellers and the Transferred Subsidiaries. Without limiting the generality of the foregoing, except (i) as expressly permitted by this Agreement (ii) as disclosed in Section 6.1 of the Disclosure Schedule, (iii) with the written consent of Purchaser (which shall not be unreasonably withheld or delayed) or (iv) as required by applicable Law, during the period from the date of this Agreement to the Closing:
(a) None of the Transferred Subsidiaries shall issue, sell, grant, dispose of, pledge or otherwise encumber any shares of its capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of its capital stock, voting securities or equity interests;
(b) None of the Transferred Subsidiaries shall incur or assume any indebtedness for borrowed money or guarantee any indebtedness (or enter into a “keep well” or similar agreement) or issue or sell any debt securities or ...
Covenants of Sellers and Purchaser. Sellers and Purchaser hereto agree that:
Covenants of Sellers and Purchaser. Sellers, jointly and severally, shall, and shall cause the Acquired Entities to, comply with their respective covenants set forth below; and Purchaser, jointly and severally, shall comply with the covenants of Purchaser set forth below.
Covenants of Sellers and Purchaser. (a) Reasonable Best Efforts to Satisfy Conditions. The parties shall use their reasonable best efforts and fully cooperate to bring about the fulfilment of the Closing Conditions on the earliest possible date.
Covenants of Sellers and Purchaser. 43 6.1 Best Efforts; Further Assurances. 43 6.2 Certain Filings. 44 6.3 Public Announcements. 44 6.4 Notice of Developments. 44 6.5 No Solicitation. 45 6.6 Waivers. 45 ARTICLE VII TAX MATTERS 45
7.1 Tax Definitions. 45 7.2 Tax Matters. 46
7.3 Tax Cooperation: Allocation of Taxes. 49
Covenants of Sellers and Purchaser. Sellers and Purchaser each covenant with the other as follows:
Covenants of Sellers and Purchaser. 39 Section 7.1 Further Assurances . . . . . . . . . . . . . . . . . . . .39 Section 7.2
Covenants of Sellers and Purchaser. (a) Each Seller and Purchaser hereby covenants and agrees that he or it shall use his or its best efforts to render their respective representations and warranties in this Agreement accurate as of the Closing Date, and shall refrain from taking any action that would render any of such representations and warranties inaccurate as of the Closing Date.
(b) Sellers and Purchaser shall cooperate fully in connection with the preparation and filing by any party hereto of all documents and reports required to be filed by such party in accordance with applicable state and federal securities laws. Such cooperation shall include, upon any party's request, the other parties' best efforts to cause the provision of records, information and consents which are reasonably relevant to any such filing and making employees, accountants and other persons reasonably available on a mutually convenient basis to provide such information and explanation of any material provided hereunder.
Covenants of Sellers and Purchaser
