Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to:
(i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets;
(ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations;
(iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law;
(iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and
(v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions.
(b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser:
(i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value;
(ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements;
(iii) sell, transfer or otherwise dispose of any of the Purchased Assets;
(iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment;
(v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing;
(vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms;
(vii) subject any Purchased Assets to any Liens;
(viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or
(ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing.
(c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.
Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.
Non-Compete Covenant The Company and the Employee agree that the Company's successful operation depends, in significant part, on the Employee's special knowledge and expertise in Finance. Consequently, during the Employment Term and for a period of six (6) months after the date of termination of the Employee's employment with the Company (for any reason whatsoever) or the expiration of this Agreement at the expiration of the Employment Term, the Employee, in further consideration of the Company's agreement to employ the Employee as provided herein, agrees not (a) to engage, directly or indirectly, personally or as an employee, agent, consultant, partner (whether general or limited), member, manager, officer, director, shareholder or otherwise, in any business activities that are the same as those in which the Company engages or proposes to engage (as indicated by the Company's business plan on the date of the expiration of the Employment Term) for or on behalf of himself or any other person, firm, company, corporation or business organization or entity that competes with the Company in the consumer products industry, (b) to engage in such activities with any other person, firm, company, partnership, corporation or business organization or entity engaged in or about to become engaged in such activities for or on behalf of such other person, firm, company, partnership, corporation or business organization or entity, or (c) to entice, induce or encourage any of the Company's other employees or any of its officers, directors or consultants to engage in any activity that, were it done by the Employee, would violate any provision of this Section 5.1; provided, however, that notwithstanding the immediately preceding restrictions set forth in clauses (a), (b) and (c) of this Section 5.1, the Employee shall be allowed to own up to five percent (5%) of the issued and outstanding voting stock or interests of any company or mutual fund that competes directly or indirectly with the Company if such stock or interests are traded on a national securities market or on the NASDAQ Stock Market. The restrictions set forth in this Section 5.1 shall only apply in the State of Utah. The Employee expressly agrees and acknowledges that (i) this covenant not to compete is reasonable as to time and geographic scope and area and does not place any unreasonable burden on the Employee, (ii) the general public will not be harmed as a result of the enforcement of this covenant not to compete, (iii) the Employee has had an opportunity to discuss the terms and conditions of this Agreement generally and this Section 5 specifically with his personal legal counsel, and (iv) the Employee understands and hereby agrees to each and every term and condition of this covenant not to compete.
REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:
Joint Covenants Buyer and Seller hereby covenant and agree as follows:
