Covenants of the Company and Seller. Between the date hereof and the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, except (i) as otherwise specified herein, (ii) pursuant to any applicable Legal Requirements or (iii) with the prior written consent of Purchaser, the Company and Seller will:
Covenants of the Company and Seller. The Company and Seller covenant and agree with Buyer as follows:
Covenants of the Company and Seller. The Company and the Seller agree that:
Covenants of the Company and Seller. Except as contemplated by or otherwise permitted under this Agreement or to the extent that Buyer shall otherwise consent in writing, from the date of this Agreement until the Closing, the Company and Seller, jointly and severally, covenant and agree with Buyer that the Company shall not and shall cause its subsidiaries not to, and Seller shall cause the Company or either of its subsidiaries not to:
Covenants of the Company and Seller. In addition to other obligations contained in this Agreement, between the date of this Agreement and the Closing, unless specifically waived in writing by Buyer, the Company shall, and Seller shall cause the Company to, as the case may be:
Covenants of the Company and Seller. Section 6.01 Maintenance of the Business 55 Section 6.02 Conduct of the Business Pending the Closing 56 Section 6.03 Access to Information 59 Section 6.04 Exclusivity 61 Section 6.05 Notification of Certain Matters 61 Section 6.06 Affiliate Transactions 62 Section 6.07 Third Party Consents; Notices 62 Section 6.08 Litigation 62 Section 6.09 Confidentiality 63 Section 6.10 Insurance 63 Section 6.11 Restrictive Covenants 63 Section 6.12 Inventory Inspection 65 Section 6.13 Payoff Letters 65 Section 6.14 Casualty Loss 65 Section 6.15 Internal Restructuring 65 Section 6.16 Intercompany Loans 66 Section 6.17 Intellectual Property Matters 66
Covenants of the Company and Seller. 1. Maintenance of the Business. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with Article XI (the “Interim Period”), except with the consent of Buyer (which consent will not be unreasonably withheld, delayed or conditioned) the Acquired Companies shall, and Seller and the Company shall cause the Acquired Companies to, (a) carry on the Business and otherwise operate only in the Ordinary Course of Business, (b) exercise commercially reasonable efforts to preserve intact the present business organizations, assets (other than sales of inventory in the Ordinary Course of Business), technology, key employees, lines of business, rights and Permits of the Acquired Companies and maintain their relationships with customers, suppliers, distributors, partners and employees and others with whom the Acquired Companies has contractual relations in substantially the same manner as it has prior to the date hereof and (c) incur capital expenditures in accordance with the capital expenditure budget made available to Buyer as set forth in Section 6.01(c) of the Company Disclosure Schedules.
Covenants of the Company and Seller
