Common use of Covenants of the Company and Parent Clause in Contracts

Covenants of the Company and Parent. The Company and Parent covenant and agree with Purchaser that, at all times from and after the Effective Date until the Closing, and in the case of SECTIONS 4.06, 4.11 and 4.12 for the period set forth therein, Parent and the Company will, and Parent will cause the Company to, comply with all covenants and provisions of this ARTICLE IV, except to the extent Purchaser may otherwise consent in writing. Purchaser acknowledges and agrees that the actions taken, or failed to be taken, by Parent and the Company prior to or following the Effective Date with respect to the investigation by the Commission or any other Governmental or Regulatory Authority into the activities of Xxxxxxx Xxxxxxxx and the involvement of Parent and the Company therewith, and any related matters, shall not constitute a breach of the obligations of Parent and the Company pursuant to this ARTICLE IV; PROVIDED, HOWEVER, that Purchaser shall have no liability with respect to any obligations resulting from such investigation and all liabilities arising out of, or with respect to, such investigation shall be considered a "Retained Liability" for the purposes of this Agreement.