Interim Covenants Clause Samples
The Interim Covenants clause sets out specific obligations and restrictions that parties must adhere to during the period between signing a contract and its final closing. Typically, these covenants require the seller to operate the business in the ordinary course, refrain from making significant changes, or avoid taking on new liabilities without the buyer’s consent. By imposing these interim requirements, the clause ensures that the business remains stable and substantially unchanged, protecting the buyer from adverse developments before the transaction is completed.
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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, includi...
Interim Covenants. During the period between the date of this Agreement and the Closing Date, other than (i) as expressly contemplated by this Agreement, (ii) as set forth in Schedule 6.5 or (iii) as consented to in writing by Buyer:
(a) the Sellers shall (i) cause the Company to (A) be operated in the ordinary course consistent with past practices, (B) maintain and preserve intact its current business organization and use commercially reasonable efforts to keep available the service of the current employees of the Company, (C) use commercially reasonable efforts to maintain and preserve intact its current relationships with its Clients and other Persons with which the Company has material business relationships, (D) comply in all material respects with all applicable Laws and Contracts, (E) maintain in full force and effect all insurance policies in effect on the date hereof, and (ii) not transfer, sell or assign, or permit to be subject to any Encumbrance any of the Purchased Interests; and
(b) without limiting the generality of the foregoing, the Sellers shall not, and shall cause the Company not to:
(i) amend its Organizational Documents;
(ii) purchase or redeem or otherwise acquire any interests in the Company, or make any distribution to its members or with respect to its membership interests other than distributions of cash and other assets of the Company in excess of the Targeted Net Working Capital;
(iii) acquire any business or Person, by merger or consolidation, purchase of substantial assets or equity interests or otherwise;
(iv) enter into any limited liability company agreement, joint venture, partnership, strategic alliance, stockholders’ agreement, co-marketing, co-promotion, joint development or similar arrangement;
(v) pay, discharge, settle or satisfy any claims, liabilities or obligations in excess of $50,000 individually or $100,000 in the aggregate, except in the ordinary course of business consistent in nature and amount with past practice;
(vi) sell, transfer, assign, convey, lease, license, mortgage, pledge or otherwise subject to any Encumbrance any of its material properties or assets, tangible or intangible, except in the ordinary course of business consistent in nature and amount with past practices;
(vii) incur, assume or guarantee (including by way of any agreement to “keep well” or of any similar arrangement) any Indebtedness in excess of $100,000 or amended the terms relating to any Indebtedness in excess of $100,000;
(viii) change any accoun...
Interim Covenants. During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholder each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consent in writing) that:
Interim Covenants. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing Date, the Company and its Affiliate shall conduct its business in the usual, regular and ordinary course of business consistent with past practice.
Interim Covenants. From and after the date hereof and until the Closing, except (i) as otherwise expressly contemplated by this Agreement or (ii) as permitted by the prior written consent of Ampio, (a) VIB will pay or perform all obligations relating to the NDA Agreement as they become due and owing in the ordinary course of business, (b) VIB will not take (or omit to take) any action or enter into any transaction which, if effected before the date of this Agreement, would constitute a breach of the representations, warranties or agreements of VIB contained in this Agreement; and (c) VIB will not take (or omit to take) any action or enter into any transaction which would prevent or delay the consummation of the transactions contemplated under this Agreement.
Interim Covenants. From the date hereof and up to and including the Closing Date, except as otherwise expressly provided herein and subject to Section 5.3, each Seller (a) shall, and, to the extent applicable, shall cause CPAM to, (i) conduct CPAM's business in the ordinary course of business consistent with current practice and (ii) duly comply in all material respects with all Laws applicable to CPAM and (b) shall not (and, to the extent applicable, shall not cause or permit CPAM to):
(i) issue, sell, pledge, or dispose of, or encumber any of the Purchased Securities or agree to issue, sell, pledge, or dispose of, any additional membership interests or other equity interests of CPAM, or any securities convertible into or exchangeable for, or any options, warrants, or rights of any kind to acquire, any membership interests or other equity interests of CPAM, whether pursuant to any rights agreement, stock or equity plan or otherwise;
(ii) except as required to comply with applicable Law, take any action to institute or modify any material compensation arrangement, benefit plans or new severance or termination pay practices with respect to any directors, managers officers or employees of CPAM, or to increase the benefits payable under its compensation, benefit, severance or termination pay practices or otherwise with respect to such individuals;
(iii) compromise, settle or otherwise adjust any claim or Litigation involving CPAM;
(iv) sell, assign or transfer any of CPAM’s assets;
(v) subject any of CPAM's rights under the CPAM CLO Documents including, without limitation, the right to receive fees and the reimbursement of expenses under the CPAM Collateral Management Agreements, to any Encumbrance, other than Permitted Encumbrances;
(vi) enter into, terminate, amend or modify any CPAM CLO Document or exercise any rights relating to the early termination of a "Reinvestment Period" (as defined in the applicable CPAM CLO Document) or otherwise limit the rights and duties of the collateral manager thereunder;
(vii) amend the Charter Documents of CPAM, merge or consolidate CPAM with or into another Person, cause or permit CPAM to enter into a joint venture or partnership agreement with another Person or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of CPAM;
(viii) enter into any Contract that provides for a payment of more than $10,000 and which is not terminable by CPAM on 30 days or less notice;...
Interim Covenants. (a) Each of Post Entities and Denver Publishing covenants and agrees that from the date hereof to and including the Effective Date it shall, with respect to its Newspaper, continue to carry on its business in the ordinary course. The LLC hereby covenants and agrees that from the date hereof to and including the Effective Date, it shall carry on its business in the ordinary course consistent with the course of conduct heretofore and hereafter by Denver Post with respect to its Newspaper. From the date hereof to and including the Effective Date, neither the Post Entities nor Denver Publishing, with respect to its Newspaper, or the LLC with respect to its business will:
(i) engage in any transaction materially affecting it, its assets or Liabilities, except in the normal and ordinary course of that entity's business;
(ii) fail to use reasonable efforts to prevent any event or transaction from occurring which materially adversely affects that entity's business, operations, assets, Liabilities, financial condition or future prospects;
(iii) fail to use reasonable efforts to preserve intact its present organization, keep available the services of its employees, preserve its relationships with customers, suppliers and others having business dealings with it, to the end that its goodwill and ongoing business will not be materially impaired prior to the Closing;
(iv) sell, lease, transfer or agree to sell, lease or transfer any material asset of its Newspaper or relating to a Newspaper, except in the ordinary course of business;
(v) adopt or modify any pension, profit-sharing or other compensation plan (except as required by law or except for changes which would not affect the level of benefits) or enter into any contract of employment or permit any increases or changes in the compensation of employees of its Newspaper (including bonuses), except in accordance with past practices and in the ordinary course, or except as a result of collective bargaining heretofore or hereafter undertaken in the ordinary course, except to the extent required by law and except for retention arrangements made with employees of its Newspaper as a result of or in connection with the transactions contemplated by this Agreement;
(vi) enter into or amend any material contract or commitment, waive any material right or enter into any other material transaction, other than in the ordinary course; or
(vii) enter into any agreement to take any actions specified in this Section 6.5.
(b) Each pa...
Interim Covenants. (a) From the date hereof until the earlier of (x) the date this Agreement is terminated pursuant to Article VIII and (y) the Closing Date, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as otherwise expressly required or permitted by this Agreement, the Company and the Company Subsidiaries shall operate their respective businesses in the ordinary course of business and in compliance in all material respects with all applicable laws and neither the Company nor any Company Subsidiary shall:
(i) issue, sell, deliver, award or grant any equity securities, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any equity securities, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any equity securities or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any equity securities, other than pursuant to the Option Plan;
(ii) (A) split, combine, subdivide or reclassify any shares of its capital stock or other equity securities, (B) redeem or repurchase any capital stock or other equity securities or any outstanding options, warrants or rights of any kind to acquire any equity securities, or any outstanding securities that are convertible into or exchangeable for any of its capital stock or other equity securities, other than pursuant to the terms and conditions of the Option Plan, any Award Agreement; or (C) declare, set aside or pay any dividend or make any distribution with respect to its equity securities (whether in cash or in kind) other than in the ordinary course of business consistent with past practice;
(iii) adopt any amendments to its certificate of incorporation or other governing documents;
(iv) other than any borrowings by the Company or the Company Subsidiaries under their credit facility in accordance with the terms thereof, and except as otherwise permitted by the terms of thereof, (A) incur or guarantee any additional Indebtedness for Borrowed Money or (B) make any loans or advances to any other Person, other than advances to employees in the ordinary course of business;
(v) other than inventory, property, plant and equipment spending, and other assets acquired in the ordinary course of business, acquire properties or assets, including stock or other equity interests of another Person, with a v...
Interim Covenants. Except as otherwise contemplated by this Agreement, including the consummation of the transactions contemplated under the APA, between the Effective Date and the Closing Date, unless NovaQuest shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), Dermavant shall conduct its operations in a manner that will not materially impair its ability to perform its obligations under this Agreement. Except as otherwise contemplated by this Agreement or as set forth in Schedule 8.5, between the Effective Date and the Closing Date, without the prior consent of NovaQuest (which consent shall not be unreasonably withheld, conditioned or delayed), Dermavant shall not sell, transfer, license, encumber or otherwise dispose of any assets or rights purchased under the APA or any interest therein.
Interim Covenants. For the period commencing as of the date hereof and ending as of the Closing or the earlier termination of this Agreement, the Transferor shall (i) operate the Biodiesel Business of the Transferor in the ordinary course; (ii) use all reasonable efforts to ensure that its representations and warranties are true and correct in all material respects at and as of the Closing; and (iii) use all reasonable efforts to satisfy the Corporation’s conditions to closing applicable to the Transferor.