Common use of Merger Agreement Covenants Clause in Contracts

Merger Agreement Covenants. The covenants and agreements of the Borrower set forth in the first sentence of Section 7.01(a) and Sections 7.01(a)(i), (iii), (iv) (other than acquisitions made solely for Equity Securities of the Borrower), (vii), (viii), (x)(B), (xi), (xiii), (xiv) as it relates to clause (ix) of Section 3.18 of the Merger Agreement (provided that the Borrower may consummate transactions of the type described in clause (B) of such Section 3.18(ix) without regard to the dollar limits referred to therein so long as such transactions (I) are on market terms, (II) do not extend for a period of greater than thirty-six months, (III) are only entered into after good faith consultations by the Borrower with the Lenders and (IV) are consummated at a cost per customer target not in excess of the amount previously disclosed to the Lenders (or, if lower, the cost per customer target then in effect)), and (xv) of the Merger Agreement are hereby incorporated herein by reference as of set forth at length and shall be covenants and agreements of the Borrower hereunder. To the extent there is a waiver under the Merger Agreement then there shall be deemed to be a waiver under this Agreement and, to the extent that matters are set forth in the CDnow Disclosure Letter, they shall be deemed to be set forth herein. For the avoidance of doubt, nothing contained herein shall derogate from the Borrower's obligations to comply with every covenant and agreement contained in the Merger Agreement during the term thereof in accordance with the terms thereof.