Common use of Covenants of Sellers Clause in Contracts

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.

Covenants of Sellers. Subject to the provisions of Section 6.13(a)(ii) and Section 6.13(a)(vi): (ai) Each Seller hereby undertakes Sellers shall deliver to Buyer each component of the Required Information, at Buyer’s sole cost and agrees thatexpense, no later than the due date provided for such component set forth in the definition of Required Information. In connection with any Debt Financing, during the period between the effective date hereof and the earlier to occur of the Closing Date or a valid termination of this Agreement Agreement, Sellers shall use reasonable best efforts to, shall cause their respective Subsidiaries that are Companies, and the Closing Datetheir respective officers, each will directors and employees, to use itsreasonable best efforts to, his or her commercially and shall use reasonable best efforts to direct their respective accountants, legal counsel and other Representatives to use reasonable best efforts to, in each case at Buyer’s sole cost and expense, (A) provide reasonable and customary assistance with the preparation of (x) offering memoranda, investor presentations or other similar documents and (y) any Financing Agreements, including preparation of schedules thereto, in each case by providing such pertinent information as may be reasonably requested by Buyer in writing and to the extent reasonably available to Sellers, (B) request that the present and former independent accountants for Sellers and the Companies provide reasonably necessary and customary assistance to Buyer in connection with the Debt Financing consistent with their customary practice (including providing accountants’ comfort letters and consents from such independent accountants to the extent required by the Debt Financing and any customary authorization or representation letters required therewith), (C) reasonably cooperate with the Debt Financing Sources’ due diligence, to the extent customary and reasonable, including by providing Buyer promptly upon reasonable written request (and in any event at least five (5) Business Days prior to the Closing) with any documentation and other information with respect to Sellers and the Companies to the extent required in connection with the Debt Financing by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, but not limited to, the PATRIOT Act, and (D) execute and deliver (and take corporate and other organizational actions to approve or facilitate the perfection of), and assist with the preparation of any relevant schedules to, any pledge and security documents, other definitive financing documents and other agreements, instruments, certificates, consents, resolutions and other documents as may be reasonably requested by Buyer, including those relating to the pledging of collateral and perfection of security interests (including the delivery of stock powers and stock certificates or assignments of limited liability company interests with transfer powers executed in blank, as the case may be, with respect to outstanding equity interests of each Company prior to the Closing to be held in escrow pending the Closing). In addition, Sellers shall use reasonable best efforts to provide, shall cause Checkers to: their Subsidiaries, and their respective officers, directors and employees, to use reasonable best efforts to provide, and shall use reasonable best efforts to direct their respective accountants and other Representatives to use reasonable best efforts to provide, in each case at Buyer’s sole cost and expense, all cooperation reasonably requested by Buyer that is reasonably necessary for Buyer Parent to prepare and file any historical or pro forma financial statements or other information required by the SEC (including, for the avoidance of doubt, those required to be included in the Current Report on Form 8-K to be filed in connection with the Closing and those required to be included in any registration statement or proxy statement). Further, until the earlier of (i) do nothing the filing via XXXXX of Buyer Parent’s Annual Report on Form 10-K for the year ending December 31, 2025 and (ii) the due date for such Annual Report on Form 10-K pursuant to materially applicable SEC rules and adversely affect regulations, upon reasonable request of Buyer Parent, the prospects Sellers agree to use reasonable best efforts, in each case at Buyer’s sole cost and expense, to cause the present and former independent accountants for the Sellers or continued viability the Companies to provide reasonable assistance to Buyer Parent in connection with any registration statement, report or other filing with the SEC or any offering of Checker's business;securities, in each case consistent with their customary practice (including providing accountants’ comfort letters and consents from such independent accountants to the extent required or customary). (ii) Notwithstanding anything to the contrary in Section 6.13(a)(i), in no event shall Sellers or any of their respective Representatives be required to (A) bear any cost or expense or pay no extraordinary compensation any fee in connection with the Debt Financing or any other obligation required under, or action taken pursuant to, Section 6.13(a)(i), (B) enter into any Contract (other than customary authorization and representation letters, which shall, if requested, include a customary 10b-5 representation with respect to information given in writing by the Sellers and shall include customary limitations, the Companies or their Subsidiaries contained therein) or make any binding commitment that is not expressly conditioned on the consummation of the Closing and that does not terminate without liability to Sellers upon termination of this Agreement (other than liability for reasonable out-of-pocket costs and expenses for which Sellers are reimbursed or indemnified as provided in this clause (ii)), (C) take any actions to the extent such actions would, in Sellers’ reasonable judgment, (x) unreasonably and materially interfere with the normal business or operations of Sellers or the Companies, (y) subject any director, manager, officer or employee of a Seller or a Company to any actual or potential personal liability, or (z) result in a failure of Checker's officersany condition to the obligations of the Parties to consummate the transaction unless a Seller has knowingly and willfully breached its obligations under this Section 6.13(a), directors (D) waive or stockholders amend any terms of this Agreement, (E) commit to take any action under any certificate, document or instrument that is not contingent upon, or becomes effective prior to, the Closing, except for customary authorization and not incur representation letters, (F) take any additional debt actions that the Sellers reasonably believe would (i) result in a violation of any Material Contract, confidentiality agreement or any Law, or the loss of any legal or other than privilege, (ii) conflict with or violate the Governing Documents of any of the Sellers or the Companies, or (iii) cause any representation, warranty, covenant or other obligation of Sellers or the Founders in this Agreement to be breached or cause any condition set forth in Article 7 of this Agreement to fail to be satisfied, (G) take any actions to the ordinary course extent such actions would involve the consenting to the pre-filing of business;any UCC-1 financing statement or other instrument which would serve to create a Lien on any of the assets of the Sellers or the Companies prior to the Closing, (H) take any actions to the extent such actions would require creating the obligation to indemnify any third party, including, without limitation, any Financing Source, or (I) provide access to or disclose information that Sellers reasonably determine would jeopardize any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, the Sellers, the Companies, the Founders, or the Owners, or any officer, director or employee thereof. Buyer shall be responsible for all costs, fees and expenses related to the Debt Financing, including the compensation of any professionals, contractors or advisors of any Seller or Company directly related to actions taken pursuant to this Section 6.13(a). Accordingly, notwithstanding anything to the contrary herein, Buyer shall promptly, upon written request by a Seller, reimburse such Seller for all reasonable and documented out-of-pocket costs and expenses (including all reasonable and documented compensation or other fees of any professional, contractor or advisor) incurred in connection with the Debt Financing incurred by such Seller and its Subsidiaries and their respective Representatives in connection with the Debt Financing, including the cooperation of such Seller and the Subsidiaries thereof contemplated by this Section 6.13(a), and shall defend, indemnify and hold harmless Sellers and their Representatives from and against any and all claims against, and losses suffered or incurred by, any of them in connection with this Section 6.13(a), the arrangement of the Debt Financing or any information used in connection therewith, in each case, except to the extent suffered or incurred as a result of the gross negligence, bad faith or willful misconduct by any Seller or Company or, in each case, their respective Representatives. (iii) except Each Seller and Company hereby consents to the use of the trademarks, service marks and logos of Buyer and its Subsidiaries in order to satisfy outstanding options and/or warrants and/or other commitments, not issue or sell any connection with the arrangement of its securities or any securities of any of its subsidiaries, or any rights to acquire such securities;the Debt Financing. (iv) not pay any dividendsFrom the date of this Agreement, redeem any securities or otherwise cause any asset to be distributed to the Sellers and Companies agree that: (i) Buyer and its stockholders Affiliates may initiate contact with and, pursue and provide the information contemplated by Section 6.13(b) below to, in each case, potential Debt Financing Sources in connection with the Debt Financing and the transactions contemplated by this Agreement; and (ii) Buyer and its Affiliates may initiate contact with their capacities as such;lenders and noteholders, in each case, in connection with the transactions contemplated hereunder. (v) promptly inform For avoidance of doubt, in the Company event Buyer obtains any Alternative Financing, this Section 6.13(a) shall apply in its entirety. (vi) Notwithstanding anything to the contrary in this Agreement, Buyer shall not have the right to assert any default, breach or non-compliance by Seller with the covenants set forth in Section 6.13(a) (any, a “Cooperation Default”) unless Buyer has provided written notice to Sellers’ Representative specifying in reasonable detail the nature of such Cooperation Default and the relevant Seller has not cured such Cooperation Default within five (5) Business Days after Sellers’ Representative’s receipt of such notice (the “Seller Cure Period”), in which case the Closing shall be postponed until the date that is five (5) Business Days after the expiration of the Seller Cure Period. However, if the relevant Seller fails to cure the Cooperation Default by the last day of the Seller Cure Period, Buyer may exercise any offer and all remedies available to it in connection with such Cooperation Default on the next Business Day following the last day of the Seller Cure Period. (vii) Each of the Sellers (on behalf of themselves and, in the case of the Equity Sellers, on behalf of the Companies), and the Founders expressly authorizes the use and disclosure of the Financial Statements, the Required Information and all material non-public information provided by and with respect to the Sellers and the Companies, only (A) to the Debt Financing Sources who have been informed of the confidential nature of such information and have professional obligations of confidentiality, other potential sources of capital, rating agencies and prospective lenders during syndication and marketing of the Debt Financing or proposalany permitted replacement, directly amended, modified or indirectlyAlternative Financing, and (B) by Parent to the extent it determines that it is reasonably required by applicable state or federal securities Laws; provided, however, with respect to the sale or transfer of all or any material part of Checker's stock or assetssuch disclosure being made under (B) above, 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 Parent will use commercially reasonable efforts to consult 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 organizationSellers’ Representative before making any such disclosure and no such disclosure will include detailed customer or pricing information, its goodwill and its customersincluding, supplierswithout limitation, 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 identity of the conversion provision contained in Section 9 customers of the Certificate Companies without the express written consent of Designationthe Sellers’ Representative.