Interim Management—Positive Covenants Sample Clauses

Interim Management—Positive Covenants. From the date of this Agreement to the Closing Date, the Vendor will cause the Company to: (a) carry on the Business in the ordinary course, in a prudent, businesslike, and efficient manner and substantially in accordance with past practices; (b) maintain insurance on the assets of the Company as they are insured on the date of this Agreement; (c) use all reasonable efforts to preserve and maintain the goodwill of the Business; and (d) do all necessary repairs and maintenance to the assets of the Company and take reasonable care to protect and safeguard those assets.

Interim Management—Positive Covenants. From the date of this Agreement to the Closing Date, the Vendor and Wave Wireless will: (a) cause each of the Acquired Companies to: (i) carry on its Business in the ordinary course, in a prudent, businesslike and efficient manner and substantially in accordance with the procedures and practices in effect on December 31, 2005; (ii) maintain insurance on its assets as they are insured on the date of this Agreement; (iii) use all reasonable efforts to preserve and maintain the goodwill of its Business and the Businesses of the other Acquired Companies; (iv) do all necessary repairs and maintenance to its assets and take reasonable care to protect and safeguard those assets; (b) use all reasonable best efforts to negotiate the discharge of the Solectron Lien together with any other security interest granted by the WaveRider Canada to Solectron as part of the Solectron Supply Agreement; (c) provide interim financial statements for each of the Acquired Companies for the period ending May 31, 2006; (d) take such steps as are necessary to remove the guarantees made by any of the Acquired Companies to the Silicon Valley Bank; and (e) take such steps as are necessary to terminate the employment of all employees of any of the Acquired Companies who are not listed in Schedule 8, and to fully discharge any obligations of severance, notice or payment in lieu of notice owed to such employees prior to the Time of Closing.

Interim Management—Positive Covenants. From the date of this Agreement to the Closing Date, the Principal Shareholders will cause ABP to carry on the Business in the ordinary and normal course, in a prudent, businesslike, and efficient manner and ABP will: (a) immediately notify Barrington of any state of facts which may reasonably result in a representation or warranty contained herein being untrue or incorrect in any material respect, or which may result in the nonfulfillment of any condition set forth herein; (b) provide Barrington, upon its request, with evidence as to the maintenance of all existing insurance coverage with respect to the Business and Premises in full force and effect until completion of the Closing; and (c) provide Barrington, upon its request, with evidence to its satisfaction that ABP is current in the payment of all salaries and other statutory taxes, charges, levies, fees, deductions and remittances pursuant applicable law.

Interim Management—Positive Covenants. From the date of this Agreement to the Closing Date, the Vendor will cause the Company to: (a) Provided the Vendor, its auditors and its authorized persons shall keep same confidential unless otherwise required by law or regulation, at any time up to the Closing Date, permit the Purchaser, and its auditors, solicitors and other authorized persons, to make such investigation of the Company and of its financial and legal condition as the Purchaser deems necessary or advisable to familiarize itself with such matters and to have reasonable access to all records, documents and other information related to the Company, including all working papers (internal and external) and details of accounts and inventories prepared, obtained or used in connection with the preparation of the Financial Statements; (b) carry on the business of the Company in the ordinary course, in a prudent, businesslike and efficient manner; and (c) take reasonable care to protect and safeguard the assets of the Company.

Interim Management—Positive Covenants. From the date of this Agreement to the Closing Date, the Seller and the Company will cause the TK Companies to: (i) carry on the Business in the Ordinary Course of Business and substantially in accordance with the procedures and practices currently in effect; (ii) maintain insurance on the Assets as they are insured on the date of this Agreement; (iii) use their best efforts to preserve and maintain the goodwill of the Business and keep available the services of current officers, employees and directors; (iv) confer with Sonic on all operational matters of a material nature; and (v) do all necessary repairs and maintenance to the Assets and take reasonable care to protect and safeguard those assets.

Interim Management—Positive Covenants. From the date of this Agreement to the Closing Date, the Vendor will cause the Company to carry on the Business in the ordinary and normal course, in a prudent, businesslike, and efficient manner and substantially in accordance with the procedures and practices in effect on August 15th, 2002.