Interim Operating Covenants of the Company Sample Clauses

Interim Operating Covenants of the Company. Except as expressly contemplated by this Agreement, from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall, and cause each of its subsidiaries to, except as consented to in writing by Purchaser:
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Interim Operating Covenants of the Company. (a) From the date of this Agreement until the earlier of the Closing and the date this Agreement is terminated pursuant to and in accordance with Section 7.1 (such period, the “Pre-Closing Period”), unless Nocturne shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing and except (i) as specifically required by this Agreement or the Ancillary Agreements, or (ii) as set forth on Section 5.1(a) of the Company Disclosure Letter; provided, however, that, the Company shall notify Nocturne prior to taking any action pursuant to this clause (iii) or, if such prior notice is not reasonably practicable, as promptly as practicable after taking such action, the Company shall conduct and operate its business in the Ordinary Course of Business and use commercially reasonable efforts to (A) maintain and preserve substantially intact its present business organization and relationships with customers, suppliers and others having material business dealings with the Company and (B) keep available the services of its officers and employees.
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Interim Operating Covenants of the Company. (a) From the date of this Agreement until the earlier of the Closing and the date this Agreement is terminated pursuant to and in accordance with the terms hereunder (such period, the “Pre-Closing Period”), unless APHC shall otherwise give prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and except (i) as expressly required or contemplated, or otherwise expressly permitted, by this Agreement or the Ancillary Agreements, including pursuant to the Domestication Merger, APHC Share Redemption or the PIPE Investment, (ii) as required by applicable Law (including any COVID-19 Measure) or any Governmental Entity or as reasonably necessary in light of COVID-19, or (iii) as set forth on Section 6.1(a) of the Company Disclosure Letter ((i)-(iii), the “Business Exceptions”), the Company Entities shall conduct and operate their business in the Ordinary Course of Business and shall use reasonable best efforts to maintain and preserve their present business organization, assets and technology and relationships and good will with customers and suppliers having material business dealings with the Company Entities consistent with past practices. Notwithstanding the foregoing, no action or failure to take action with respect to matters specifically addressed by any of the provisions of Section 6.1(b) shall constitute a breach under this Section 6.1(a) unless such action or failure to take action would constitute a breach of such provision of Section 6.1(b) and this Section 6.1(a).
Sample 1
Interim Operating Covenants of the Company. From the date of this Agreement until the Effective Time, the Company will continue to conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, will use all commercially reasonable efforts to (a) carry on and preserve intact its current business organization, (b) keep available the services of its current officers and employees, (c) preserve its relationships with contractors, suppliers, customers, vendors, licensors, licensees and others with whom the Company has contractual or other commercial relations in substantially the same manner as they have prior to the date of this Agreement, (d) maintain the Company’s books and records in accordance with past practice and GAAP, (e) maintain all Permits necessary for the conduct of the Company’s business, (f) preserve the Company’s rights and benefits with respect to any Action or under any Contract, and (g) not divulge, furnish to, or make accessible any confidential information within the Owned Intellectual Property to any Person who is not subject to an enforceable written agreement to maintain the confidentiality of such information. Without limiting the generality of the foregoing, except (w) as expressly required by this Agreement, (x) as set forth on Section 4.1 of the Disclosure Schedule, (y) as required by applicable Law, or (z) as consented to in writing by Parent, from the date of this Agreement until the Effective Time or the earlier termination of this Agreement, the Company will not:
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Related to Interim Operating Covenants of the Company

  • Negative Covenants of the Company Except as expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, from the date of this Agreement until the Effective Time, the Company will not do any of the following:

  • Interim Operating Covenants Seller covenants to Purchaser that Seller will:

  • Covenants of the Companies Each of the Companies covenants with the Underwriters as follows:

  • Covenants of the Company The Company covenants with each Underwriter as follows:

  • Affirmative Covenants of the Company The Company hereby covenants and agrees as follows:

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to:

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Particular Covenants of the Company The Company hereby covenants and agrees as follows:

  • Affirmative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

  • Negative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:

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