Locked Box Covenant Sample Clauses
Locked Box Covenant. In addition to the Locked Box Guarantee, the Sellers shall procure that, during the period from the Signing Date until the Closing Date and except with the consent of the Purchasers, no Leakage other than Permitted Leakage occurs that will not have been remedied prior to or on the Closing Date (the Locked Box Covenant).
Locked Box Covenant. Notwithstanding anything herein to the contrary, including in Section 3.7 or Section 6.1, each of the Acquired Companies represents, warrants and covenants that during the period from and excluding June 30, 2014 up to and including the Closing Date:
(i) no Acquired Company has declared, authorized, paid or made to or for the benefit of any Related Party any dividend, distribution or return of capital;
(ii) no Acquired Company has transferred or surrendered any asset to, or granted any Security Interest in any asset in favor of or for the benefit of, or assumed, indemnified or incurred any obligation or liability for the benefit of, directly or indirectly, any Related Party;
(iii) no Acquired Company has waived, released or forgiven in favor of any Related Party any sum or obligation due by that Related Party to any of the Acquired Companies and neither has any Related Party failed to pay when due any sum due to any of the Companies (other than the loans to the Sellers identified on Schedule 2.5(a)(iii));
(iv) no payment, administration or management fee, or fee of any kind has been levied by, or for the benefit of, directly or indirectly, any Related Party against any of the Acquired Companies and there has been no payment of any nature, including any payment of any management fee, service fee or similar fee of compensation of any kind by any Acquired Company to, or for the benefit of, directly or indirectly, any Related Party;
(v) no liabilities have been paid or incurred by and of the Acquired Companies in respect of the transactions contemplated by this Agreement, including any finders’ fees, bonuses, brokerage or other commissions, or any advisors’ fees, costs or expenses (with the exception of fees paid to McGladrey LLP, not to exceed $32,000 in the aggregate);
(vi) no Acquired Company has repaid any Indebtedness to, directly or indirectly, any Related Party;
(vii) no Acquired Company (i) breached Section 6.1 or (ii) has taken any action after June 30, 2014 and prior to the date hereof that, if taken on or after the date hereof and prior to the Closing, would have been a breach of Section 6.1; and
(viii) unless otherwise noted in this Section 2.5(a), no Acquired Company has made or entered into any agreement or arrangement to take, directly or indirectly, any action or, directly or indirectly, give effect to any of the matters described in this Section 2.5(a).