Interim Covenants of the Company. From the date of this Agreement until the Closing, except to the extent expressly permitted by or disclosed in this Agreement or otherwise consented to by an instrument in writing signed by Buyer, the Company shall take all necessary action so that:
Interim Covenants of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing (except as expressly contemplated or permitted by this Agreement, as permitted or disclosed pursuant to the Disclosure Memorandum or to the extent that the Investors otherwise consent in writing):
Interim Covenants of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees to take, or refrain from taking, such actions as set forth on Appendix A attached hereto.
Interim Covenants of the Company. During the Pre-Closing Period, except to the extent expressly permitted by this Agreement or otherwise consented to by an instrument in writing signed by Parent(which consent will not be unreasonably withheld or delayed) or as otherwise set forth in Schedule 6.2, the Company shall (i) use commercially reasonable efforts to keep intact the Company and its business, as presently conducted and as conducted in the past; (ii) not take any action or omit to take any action other than in the ordinary course of its business as the same is presently being conducted; (iii) use commercially reasonable efforts to keep available the services of the directors, officers, employees, independent contractors and agents of the Company and retain and maintain good relationships with its clients and maintain the Company’s assets and the Facilities in good condition; (iv) perform their obligations under the Significant Contracts; (v) maintain the goodwill and reputation associated with the Company and (vi) to the extent requested by Parent, take such actions as may be required to terminate any or all of the Company Plans prior to the Closing Date. Without limiting the generality of the foregoing, except to the extent expressly permitted by this Agreement or otherwise consented to by an instrument in writing signed by Parent (which consent will not be unreasonably withheld or delayed), the Company shall not:
Interim Covenants of the Company. From the date of this Agreement until the Closing Date, except to the extent expressly permitted by this Agreement or otherwise consented to by an instrument in writing signed by Parent or as otherwise set forth in Schedule 6.2, the Company shall (i) keep intact the Company and its business, as presently conducted, as conducted in the past and as proposed to be conducted in the future, and shall not take or permit to be taken or do or suffer to be done anything other than in the ordinary course of its business as the same is presently being conducted; (ii) use their reasonable best efforts to keep available the services of the directors, officers, employees, independent contractors and agents of the Company and retain and maintain good relationships with its clients and maintain the Company’s assets and the Facilities in good condition; (iii) perform their obligations under the Contracts; (iv) maintain the goodwill and reputation associated with the Company and (v) to the extent requested by Parent, take such actions as may be required to terminate any or all of the Benefit Plans prior to the Closing Date. Without limiting the generality of the foregoing, the Company shall not:
Interim Covenants of the Company. (a) During the Interim Period, except to the extent expressly permitted by this Agreement or otherwise consented to by an instrument in writing signed by the Buyer or as otherwise set forth in Schedule 6.3(a), the Company and the Members shall, and shall cause each Company Subsidiary to, (i) use reasonable best efforts keep intact the Company and each Company Subsidiary and their respective businesses in all material respects, as presently conducted, (ii) use reasonable best efforts not take or permit to be taken on its behalf any actions other than in the Ordinary Course of Business as the same is presently being conducted in all material respects; (iii) use reasonable best efforts to keep available the services of the directors, managers, officers, employees, independent contractors and agents of the Company and each Company Subsidiary and retain and maintain good relationships with their respective clients and maintain the Company’s and each Company Subsidiary’s assets and the Facilities in good condition; (iv) use reasonable best efforts to perform their obligations under the current Contracts; (v) use reasonable best efforts to maintain the goodwill and reputation associated with the Company and the Company Subsidiaries; and (vi) to the extent reasonably requested by the Buyer, take such actions as may be required to terminate any or all of the Company Benefit Plans and/ or to terminate the Company’s participation in any or all of the PEO Benefit Plans effective immediately prior to the Closing Date but contingent upon the Closing. The Company shall also use reasonable best efforts to cause each Company Joint Venture over which it has control to comply with this Section 6.3 as if such Company Joint Venture were a Company Subsidiary. Notwithstanding anything herein to the contrary, prior to the Closing the Company may distribute its Cash to the Members.
Interim Covenants of the Company. Until the Closing Date or the sooner termination of this Agreement:
Interim Covenants of the Company. From the date of this Agreement until the Closing Date, except to the extent expressly permitted by this Agreement or otherwise consented to by an instrument in writing signed by the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) or as otherwise set forth in Schedule 6.2, the Company shall: (i) keep intact the Company and its business, as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and shall not take or permit to be taken or do or suffer to be done anything other than in the ordinary course of the Company’s business as the same is presently being conducted; (ii) use its commercially reasonable efforts to keep available the services of the directors, officers, employees, independent contractors and agents of the Company, maintain the Company’s insurance policies in all material respects as currently in effect, retain and maintain good relationships with the Company’s customers and maintain the Company’s assets and the Facilities in all material respects in good condition, normal wear and tear excepted; (iii) perform its material obligations under the Contracts and comply in all material respects with Laws; and (iv) maintain the goodwill and reputation associated with the Company. Without limiting the generality of the foregoing, unless otherwise consented to by an instrument in writing signed by the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed or as otherwise set forth in Schedule 6.2), the Company shall not:
Interim Covenants of the Company. From the date of this Agreement until the Closing Date, except to the extent expressly permitted by this Agreement or otherwise consented to in writing signed by Parent or as otherwise set forth on Schedule 6.2, the Company shall, and cause its Subsidiaries to: (i) keep intact the Company and its Subsidiaries and their business, as presently conducted, as conducted in the past and as proposed to be conducted in the future, and shall not take or permit to be taken or do or suffer to be done anything other than in the ordinary course of their business as the same is presently being conducted; (ii) use their commercially reasonable efforts to keep available the services of the directors, officers, employees, independent contractors and agents of the Company and its Subsidiaries and retain and maintain good relationships with their clients and maintain the their assets and the Facilities in good condition; (iii) perform their obligations under the Contracts; (iv) maintain the goodwill and reputation associated with the Company and its Subsidiaries; and (v) to the extent requested by Parent, take such actions as may be required to maintain or terminate any or all of its Benefit Plans. Without limiting the generality of the foregoing, the Company shall not, and the Company shall not cause or permit its Subsidiaries to:
Interim Covenants of the Company. From the date of this Agreement until the Closing Date, except to the extent expressly permitted by this Agreement or otherwise consented to by an instrument in writing signed by AppNet, the Company shall (i) keep the Company's Business, as it is presently being conducted, and organization intact and shall not take or permit to be taken or do or suffer to be done anything other than in the ordinary course of its business as the same is presently being conducted, (ii) use its reasonable best efforts to keep available the services of its directors, officers, employees, independent contractors and agents and retain and maintain good relationships with its clients and maintain the Facilities in good condition, (iii) perform its material obligations under the Contracts and Government Contracts and (iv) maintain the goodwill and reputation associated with its Business, as it is presently being conducted. Without limiting the generality of the foregoing, the Company shall not, without the prior written consent of AppNet:
