Interim Obligations. You understand and agree that the obligations contained in Paragraphs 9 to 11 above are material provisions of this Agreement, for which good and sufficient consideration is provided. However, you also acknowledge and agree that those provisions could be undermined and/or rendered ineffective if you take actions between the date you were first presented with a draft of this Agreement and the Effective Date of this Agreement (“Interim Period”) that would be violations of Paragraphs 9 to 11 of this Agreement if taken after the Effective Date of this Agreement. Accordingly, as a material inducement for the Company to enter this Agreement, you represent and warrant that, during the Interim Period, you did not and will not take any actions, directly or indirectly, that would be violations of this Agreement if they occurred after the Effective Date of this Agreement. This includes, but is not limited to, disclosing confidential information, making derogatory statements concerning the Company or any of the entities/individuals listed in Paragraph 10, and/or disclosing the terms of this Agreement or the amounts or benefits to be paid under this Agreement (other than as allowed in Paragraph 11).
Interim Obligations upon a finding of unforeseen circumstances. If the Services make a finding of unforeseen circumstances, during the period necessary to determine the nature and location of additional or modified mitigation, the City will avoid contributing to appreciably reducing the likelihood of the survival and recovery of the affected species.
Interim Obligations of Permittee upon a finding of Unforeseen Circumstances If the Services demonstrate the existence of Unforeseen Circumstances, then during the period necessary to determine the nature and location of any additional or modified mitigation permitted under Section 4.2.3, Permittee will avoid contributing to appreciably reducing the likelihood of the survival and recovery of the affected species.
Interim Obligations. Employee understands and agrees that the obligations contained in Section 3, 7 and 8 above are material provisions of this Agreement, for which good and sufficient consideration is provided. However, Employee also acknowledges and agrees that those provisions could be undermined and/or rendered ineffective if he takes actions that would be violations of Section 7 of this Agreement after the Effective Date of this Agreement, between the date he was presented with a draft of this Agreement (January 9, 2013) and the Effective Date of this Agreement (the “Interim Period”). Accordingly, as a material inducement for the Company to enter this Agreement, Employee represents and warrants that, during the Interim Period, he did not and will not take any actions, directly or indirectly, that would be in violation of this Agreement if they occurred after the Effective Date of this Agreement. This includes, but is not limited to, failing to return and/or disclosing confidential and/or proprietary confidential information and/or disclosing the terms of this Agreement or the amounts or benefits to be paid under this Agreement (other than as allowed in Section 7).
Interim Obligations. In relation to the Company and subject to applicable competition and anti-trust Laws, the Seller shall procure that, between the date of this Agreement and Completion the Company shall not, subject to clause 8.2 and clause 8.3 undertake any act which is outside the ordinary course of business, including:
Interim Obligations. Throughout the Interim Period: (i) Seller shall maintain its qualifications under all applicable FCC requirements to be an assignor of the Stations, shall operate the Stations in the normal course of business and in a manner to maintain or increase the value of the Stations, subject to the general state of the broadcast industry as a whole, and shall comply in all material respects with all applicable Laws and shall operate the Stations in compliance in all material respects with all applicable Laws and shall pay and perform its Taxes and other obligations (whether or not arising under contract) as and when due; (ii) Seller shall maintain advertising and promotional budgets in the normal course of business and at least at levels to maintain or to increase the value of the Stations; (iii) Seller shall use its best efforts to preserve the relationship of the Stations with employees, advertisers, suppliers, and other business relationships; (iv) Seller shall remain the authorized holder of each of the FCC Authorizations and shall maintain each of the FCC Authorizations in good standing and in full force and effect, and Seller shall not transfer, convey, or assign to any person or entity any of the Assets, other than Assets transferred, conveyed, or assigned in the ordinary course of business that, during the Interim Period, are replaced with assets of equal or greater value, quality, and usefulness; (v) Seller shall not take any action or fail to take any action that could cause any representation or warranty of Seller contained herein to be untrue or incorrect as of the Closing Date; (vi) during normal business hours, and upon providing prior written notice to Seller of such visit or inspection, Buyer and Buyer’s agents shall be permitted to inspect all equipment, antenna towers, property, facilities, books, and records pertaining to the Stations that are related to the Assets being assigned herein, and provided such access by Buyer does not prohibit Seller from operating the Stations in its reasonable and customary manner; (vii) Seller shall, in connection with Buyer’s inspection rights hereunder, extend full cooperation to Buyer and Buyer’s agents, including such access to the Stations’ officers, employees, equipment, and facilities and to logs and records pertaining thereto at such time or times as Buyer or Buyer’s agents shall reasonably request; (viii) Seller shall not solicit offers from, make proposals to, conduct negotiations with, approve, authorize...
Interim Obligations. Throughout the Interim Period: (i) Seller shall maintain its qualifications under all applicable SEC requirements to be an assignor of VACM, shall operate VACM in the normal course of business and in a manner to maintain or increase the value of VACM , and shall comply in all material respects with all applicable Laws and shall operate VACM in compliance in all material respects with all applicable Laws.
Interim Obligations. You agree to remain employed through your Separation Date and to perform any and all services, including with respect to transition and related activities, reasonably requested by Company or any Released Parties (as defined in Exhibit A) in accordance with industry best practices, applicable law and all policies, standards, procedures and practices of Company (collectively, the “Interim Obligations”).
Interim Obligations. During the period between the Effective Date and the Closing Date (“Interim Period”):
(a) Seller shall continue Seller’s customary normal maintenance of the Property and Personal Property and renewal of all Licenses (such renewals to be at Seller’s sole expense), but Seller shall not be obligated to continue Seller’s business operations at the Property after April 1, 2008 except as may be set forth in the Equipment Lease and Facilities Use Agreement.
(b) Seller shall not make any material changes, alterations or improvements in or to the Property or the Personal Property without the prior approval in writing of Purchaser. Seller shall provide Purchaser with true copies of all material notices, correspondence, and reports relating to the Property, the Personal Property and Licenses within ten (10) days after receipt of any such items.
(c) Seller shall not, without Purchaser’s approval in writing, enter into any agreements affecting the Property, the Personal Property or the Licenses which cannot be canceled upon thirty (30) days’ notice without cost to Purchaser.
(d) Seller shall not, without Purchaser’s prior approval in writing, transfer, convey, encumber or permit to be encumbered, the Property or the Personal Property or any part thereof or any interest therein, or any of the Licenses.
(e) Seller shall not, without Purchaser’s prior written approval, seek or consent to any zoning change or variance with respect to the Property.
(f) Seller shall not, without Purchaser’s prior approval in writing, amend or terminate any of the Service Contracts.
Interim Obligations. You understand and agree that the obligations contained in Paragraphs 4 (Return of Company Property), 7 (Future Cooperation), 8 (Confidentiality; Restricted Statements), and 12 (Confidential Information) are material provisions of this Agreement, for which good and sufficient consideration is provided. However, you also acknowledge and agree that those provisions could be undermined and/or rendered ineffective if you took or take actions that would be violations of said Paragraphs after the Effective Date of this Agreement and/or between the date you were first presented with this Agreement (April 5, 2024) and the Effective Date of this Agreement (the “Interim Period”). Accordingly, as a material inducement for the Company to accept this Agreement, you represent and warrant that, during the Interim Period, you did not and will not take any actions, directly or indirectly, that April 5, 2024 would be violations of this Agreement if they occurred after the Effective Date of this Agreement. This includes, but is not limited to, making derogatory statements concerning the Company and/or disclosing the terms of this Agreement or the amounts or benefits to be paid under this Agreement other than as specifically permitted by this Agreement.
