Interim Covenant Clause Samples

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Interim Covenant. Neither Seller nor Seller Parent will amend, modify or terminate or waive any provision set forth in the Merger Agreement, or otherwise take any action that would reasonably be expected to impede, interfere with, prevent, delay or limit the economic benefit to Purchaser of the transactions contemplated by this Agreement in the event that the Gener8 Closing occurs. Each of Seller and Seller Parent shall use its respective reasonable best efforts to cause Gener8 to comply with its obligations pursuant to Section 6.1 of the Merger Agreement. Neither Seller Parent nor Seller shall, without Purchaser’s prior written consent, waive any covenant or condition for its benefit under the Merger Agreement, to the extent such covenant or condition directly or indirectly relates to, or could reasonably be expected to affect the value of, any of the Vessels or Acquired Entities.
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Interim Covenant. During the period from the date hereof until the Closing Date, Seller and Purchaser shall use their commercially reasonable efforts to cause the Company and its subsidiaries, except as required by applicable Law or with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), to conduct its and its subsidiaries’ businesses in the ordinary course consistent with past practice, and, to the extent consistent therewith, to preserve substantially intact its and its subsidiaries’ business organization, to keep available the services of its and its subsidiaries’ current officers and employees, to preserve its and its subsidiaries’ present relationship with customers, suppliers, distributors, licensors, licensees, and other persons having business relationship with it.
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Interim Covenant an agreement by TFC to cause the Companies to operate in the ordinary course between the date on which the parties sign the Definitive Agreement and the Closing Date; and an agreement by First American and its affiliates to use its reasonable best efforts to refrain from using the pendency of the Transaction for any commercial advantage vis-à-vis TFC and its affiliates;
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Interim Covenant. During the period prior to the Closing Date, Seller shall not, nor shall it permit any other Person to amend, vary, terminate, cancel, suspend, supplement or enter into, consent to any action under, waive or relinquish any rights under, or allow to expire or fail to fulfill the requirements of or suffer the suspension of, the Renova Shareholders’ Agreement or the BNDESPAR Renova Shareholders’ Agreement, except as expressly contemplated by this Agreement or with the prior written consent of Buyer. Until the Closing Date the Seller shall refrain from voting or approving (or causing its appointed directors to vote and approve) any deliberation regarding a dividend distribution or payment of interest on capital (juros sobre capital próprio) of Renova without the prior written consent of Buyer.
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Interim Covenant. For each Designated Quidel Contract, except as otherwise expressly permitted or required by this Section 2.5 or approved by ▇▇▇▇▇▇▇ in writing in advance, during the period beginning on the Effective Date and ending on the assignment and transfer or termination of such Designated Quidel Contract, in each case as set forth in this Section 2.5, Quidel shall not (and shall cause its Affiliates not to): (i) assign or otherwise transfer such Designated Quidel Contract (or assign any of its rights or delegate any of its obligations thereunder) to any other Person, or agree to do the same; (ii) amend or modify, or, except in the Ordinary Course of Business, waive the performance of, such Designated Quidel Contract, or agree to do the same; (iii) terminate, seek or purport to terminate, consent or agree to the termination of such Designated Quidel Contract; (iv) renew or extend such Designated Quidel Contract, unless any such renewal or extension is timely requested by ▇▇▇▇▇▇▇ to be made; or (iv) take or fail to take any commercially reasonable action if doing so would result in termination of, or any acceleration or material change to the terms and conditions of, such Designated Quidel Contract, or would permit any other party to such Designated Quidel Contract to terminate or seek to terminate such Quidel Contract (in each case whether such termination is subject to notice, a cure period or any other conditions). During the period beginning on the Effective Date and ending on the Last Transition Date, Quidel shall not (and shall cause its Affiliates not to) enter into, or agree to enter into, any Contract that would be a Quidel Contract if such Contract was in effect as of the Effective Date (disregarding for purposes of such termination whether the applicable country or territory is an Active Territory), except with ▇▇▇▇▇▇▇’▇ prior written consent; provided that Quidel shall not be required after the Effective Date to enter into any Contract that is not assignable to ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ without the consent of, or that triggers any other right by, the counterparty thereof, other than Tender Contracts, for which Quidel shall not be required to enter into after the first anniversary of the Effective Date if it is not so assignable. For the avoidance of doubt, the termination or expiration of any Quidel Contract pursuant to its terms, without any material breach or default by Quidel or QCI hereunder, or failure by Quidel or QCI to enter into any new ...
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Interim Covenant. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, the Company shall conduct its business in the usual, regular and ordinary course consistent with past practice.
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Related to Interim Covenant

  • Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

  • Non-Compete Covenant The Company and the Employee agree that the Company's successful operation depends, in significant part, on the Employee's special knowledge and expertise in Finance. Consequently, during the Employment Term and for a period of six (6) months after the date of termination of the Employee's employment with the Company (for any reason whatsoever) or the expiration of this Agreement at the expiration of the Employment Term, the Employee, in further consideration of the Company's agreement to employ the Employee as provided herein, agrees not (a) to engage, directly or indirectly, personally or as an employee, agent, consultant, partner (whether general or limited), member, manager, officer, director, shareholder or otherwise, in any business activities that are the same as those in which the Company engages or proposes to engage (as indicated by the Company's business plan on the date of the expiration of the Employment Term) for or on behalf of himself or any other person, firm, company, corporation or business organization or entity that competes with the Company in the consumer products industry, (b) to engage in such activities with any other person, firm, company, partnership, corporation or business organization or entity engaged in or about to become engaged in such activities for or on behalf of such other person, firm, company, partnership, corporation or business organization or entity, or (c) to entice, induce or encourage any of the Company's other employees or any of its officers, directors or consultants to engage in any activity that, were it done by the Employee, would violate any provision of this Section 5.1; provided, however, that notwithstanding the immediately preceding restrictions set forth in clauses (a), (b) and (c) of this Section 5.1, the Employee shall be allowed to own up to five percent (5%) of the issued and outstanding voting stock or interests of any company or mutual fund that competes directly or indirectly with the Company if such stock or interests are traded on a national securities market or on the NASDAQ Stock Market. The restrictions set forth in this Section 5.1 shall only apply in the State of Utah. The Employee expressly agrees and acknowledges that (i) this covenant not to compete is reasonable as to time and geographic scope and area and does not place any unreasonable burden on the Employee, (ii) the general public will not be harmed as a result of the enforcement of this covenant not to compete, (iii) the Employee has had an opportunity to discuss the terms and conditions of this Agreement generally and this Section 5 specifically with his personal legal counsel, and (iv) the Employee understands and hereby agrees to each and every term and condition of this covenant not to compete.

  • CONTINUING COVENANTS The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA.

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing: