Parent’s Conduct Prior to Closing. Except as otherwise expressly contemplated by this Agreement, including Sections 5.06 and 5.07, as set forth in Section 5.01 of the Seller Disclosure Schedule, as required by applicable Law, or as agreed to in writing by Buyer in advance (which agreement shall not be unreasonably withheld, delayed or conditioned), Parent covenants and agrees that, prior to the Closing (or any applicable Delayed Transfer Date in the case of clause (xi) below), (A) the Business shall be conducted in the ordinary course of business consistent with past practice, (B) Parent shall use, and shall cause each of its Affiliates to use, their respective commercially reasonable efforts to preserve intact the Business’s business organizations and goodwill and relationships with third parties and keep available the services of its present officers and employees and (C) Parent shall not, and it shall cause each of its Affiliates not to, to the extent relating to the Business, the Interests, the Transferred Subsidiaries, the Purchased Assets or the Assumed Liabilities: (i) (A) authorize for issuance, issue, deliver, sell or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, commitments, subscriptions, rights to purchase or otherwise), pledge or otherwise subject to an Encumbrance any shares of capital stock or other equity interests of any Transferred Subsidiary (including securities convertible into, or rights or options to acquire, capital stock or other equity interests of the any Transferred Subsidiary), (B) sell, deliver, pledge or otherwise dispose of any equity interest in the Minority Investment (other than sales required by the terms of the Governing Documents of the Minority Investment), (C) repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of any Transferred Subsidiary (including securities convertible into, or rights or options to acquire, capital stock or other equity interests of any Transferred Subsidiary); (D) amend or otherwise change the Governing Documents of any Transferred Subsidiary, or consent to an amendment or change to the Governing Documents of the Minority Investment; or (E) create any new Subsidiary that operates or engages in the Business; (ii) declare, set aside or pay any dividends on (whether in cash, stock or other property), or make any other distributions in respect of, any capital stock of any Transferred Subsidiary; (iii) (A) acquire or agree to acquire, including by merging or consolidating with, or purchasing the assets or capital stock or other equity interests of, or by any other manner, (x) any business or any corporation, partnership, association or other business organization or division thereof or (y) any assets with a value or purchase price in excess of $250,000 individually or $1,000,000 in the aggregate except in the case of this clause (y) for purchases of assets in the ordinary course of business consistent with past practice or purchases that otherwise would fall under subsection (B) of this Section 5.01(a)(iii), or (B) make or commit to make any capital expenditure, or enter into any lease for capital equipment, in an amount in excess of the amount allocated to such items in the Business’s 2017 budget, except pursuant to existing commitments; (iv) sell, lease, license or subject to any Encumbrance or otherwise dispose of, or agree to sell, lease, license or subject to any Encumbrance or otherwise dispose of, any Assets, except (A) pursuant to existing commitments, (B) immaterial or obsolete properties or assets (or immaterial portions of properties or assets), (C) non-exclusive licenses or sales of inventory in the ordinary course of business consistent with past practice, and (D) Permitted Encumbrances; (v) (A) incur, assume or pre-pay any Indebtedness or enter into any agreement to incur, assume or pre-pay any Indebtedness, in each case other than accounts receivables and payables in the ordinary course of business consistent with past practice or for Indebtedness that will be extinguished as of the Closing with no further Liability or that is an Excluded Liability, (B) guarantee, or agree to guarantee, any Indebtedness of another Person, or issue or sell, or agree to issue or sell, any debt securities or options, warrants or calls or rights to acquire any debt securities of the Transferred Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, in either case except for Indebtedness that will be extinguished as of the Closing with no further Liability, (C) make or forgive any loans, advances or capital contributions to, guarantees for the benefit of, or investments in, any Person, other than cash advances to Business Employees for reimbursable business travel and other business expenses incurred in the ordinary course of business consistent with past practice and trade accounts receivable in the ordinary course of business consistent with past practice, or (D) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (vi) adopt or put into effect a plan of complete or partial liquidation, dissolution, merger, amalgamation, consolidation, restructuring, recapitalization or other reorganization of, or fail to maintain the existence of, any Transferred Subsidiary; (vii) (A) materially amend, modify, or supplement, or fail to renew or terminate, any Material Contract, enter into any Contract that would have been considered a Material Contract if it had been entered into prior to the Agreement Date, or amend any Contract such that the amended Contract is one that would have been considered a Material Contract if such amendment had happened prior to the Agreement Date, in each case outside the ordinary course of business consistent with past practice, or (B) waive, release, grant, assign or transfer any of its material rights or claims (whether such rights or claims arise under a Material Contract or otherwise); (viii) (A) breach in any material respect its obligations under any Material Contract, or (B) consent to any insurance policy naming it as beneficiary or loss payable payee to be canceled or terminated; (ix) materially modify the operation or security of any material IT Assets in any manner that compromises the same in any material respect; (x) (A) change any material accounting policies, practices or procedures (including material tax accounting policies, practices and procedures), except as required by applicable Law or GAAP, (B) revalue in any material respect any of the Assets (including writing down or writing off any notes or accounts receivable in any material manner other than in the ordinary course of business consistent with past practice), except as required by GAAP, (C) make or change any material tax election, make or change any material method of accounting with respect to Taxes (except as required by applicable Law), settle or compromise any material Liability for any Tax or file any amended Tax Return, (D) consent to any extension or waiver of the limitation period applicable to any audit, assessment or claim for a material amount of Taxes, or (E) surrender any right to claim a refund, offset or other reduction in liability of a material amount of Taxes; (xi) except as required by any Employee Benefit Plan as in effect as of the Agreement Date and set forth on Sections 3.14(a)(i) or 3.14(a)(ii) of the Seller Disclosure Schedule, (A) grant, increase or accelerate the vesting or payment of (or communicate any intention to take such action) any wages, salaries, bonuses, incentives, severance pay, equity or equity-based awards, other compensation, pension or other benefits payable or potentially available to any Business Employee, including any increase or change pursuant to any Subsidiary Plan, but excluding increases in base salary in the ordinary course of business consistent with past practice and equity grants in the ordinary course of business consistent with past practice in an aggregate amount not to exceed $5,000,000 calculated based on intrinsic value; (B) increase the funding obligation or contribution rate in respect of any Subsidiary Plan; (C) establish, enter into, adopt, amend or terminate (or communicate any intention to take such action) any Subsidiary Plan except in the ordinary course of business solely with respect to changes to health and welfare insurance providers that will not increase the cost to Buyer or its Affiliates; (D) terminate the employment of any Business Employee at Grade 7 or above other than for cause, (E) hire any person as a Business Employee at Grade 7 or above; or (F) terminate the employment of any person set forth on Section 6.02(a) of the Seller Disclosure Schedule so that such person is no longer a Business Employee (other than employment termination in the ordinary course of business consistent with past practice); provided that, with respect to Continuing Employees who have a Delayed Transfer Date, Parent shall not, and it shall cause each of its Affiliates not to, take any actions provided in this paragraph (xi) prior to the applicable Delayed Transfer Date; (xii) enter into any settlement or release with respect to any material Action other than (A) any settlement or release that contemplates only the payment of money prior to the Closing and results in a full and unconditional release of the claims giving rise to such Action or (B) any settlement or release involving only the payment of Liabilities which are reflected as a decrease to Cash or Net Working Capital or an increase in Indebtedness as reflected in the Closing Statement, in each case without ongoing limits on the conduct or operation of the Business, the Transferred Subsidiaries or the Assets and which contains no admission of fault or wrongdoing on the part of the Business or the Transferred Subsidiaries; (xiii) enter into any new line of business other than the Business; (xiv) fail to keep current and in full force and effect in all material respects or fail to apply for or renew any material Permit or Registration necessary for the operation of the Business as currently conducted; (xv) accelerate or alter in any material respect practices and policies relating to the rate of collection of accounts receivable or payment of accounts payable; or (xvi) agree or commit to do any of the foregoing.
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Samples: Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)
Parent’s Conduct Prior to Closing. Except as otherwise expressly contemplated by this Agreement, including Sections 5.06 and 5.07, as set forth in Section 5.01 of the Seller Disclosure Schedule, as required by applicable Law, or as agreed to in writing by Buyer in advance (which agreement shall not be unreasonably withheld, delayed or conditioned), Parent covenants and agrees that, prior to the Closing (or any applicable Delayed Transfer Date in the case of clause (xi) below)Closing, (A) the Business shall be conducted in the ordinary course of business consistent with past practice, (B) Parent shall use, and shall cause each of its Affiliates to use, their respective commercially reasonable efforts to preserve intact the Business’s business organizations and goodwill and relationships with third parties and keep available the services of its present officers and employees and (C) Parent shall not, and it shall cause each of its Affiliates not to, to the extent relating to the Business, the Interests, the Transferred Subsidiaries, the Purchased Assets or the Assumed Liabilities:
(i) (A) authorize for issuance, issue, deliver, sell or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, commitments, subscriptions, rights to purchase or otherwise), pledge or otherwise subject to an Encumbrance any shares of capital stock or other equity interests of any Transferred Subsidiary (including securities convertible into, or rights or options to acquire, capital stock or other equity interests of the any Transferred Subsidiary), (B) sell, deliver, pledge or otherwise dispose of any equity interest in the Minority Investment (other than sales required by the terms of the Governing Documents of the Minority Investment), (C) repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of any Transferred Subsidiary (including securities convertible into, or rights or options to acquire, capital stock or other equity interests of any Transferred Subsidiary); (D) amend or otherwise change the Governing Documents of any Transferred Subsidiary, or consent to an amendment or change to the Governing Documents of the Minority Investment; or (E) create any new Subsidiary that operates or engages in the Business;
(ii) declare, set aside or pay any dividends on (whether in cash, stock or other property), or make any other distributions in respect of, any capital stock of any Transferred Subsidiary;
(iii) (A) acquire or agree to acquire, including by merging or consolidating with, or purchasing the assets or capital stock or other equity interests of, or by any other manner, (x) any business or any corporation, partnership, association or other business organization or division thereof or (y) any assets with a value or purchase price in excess of $250,000 individually or $1,000,000 in the aggregate except in the case of this clause (y) for purchases of assets in the ordinary course of business consistent with past practice or purchases that otherwise would fall under subsection (B) of this Section 5.01(a)(iii), or (B) make or commit to make any capital expenditure, or enter into any lease for capital equipment, in an amount in excess of the amount allocated to such items in the Business’s 2017 budget, except pursuant to existing commitments;
(iv) sell, lease, license or subject to any Encumbrance or otherwise dispose of, or agree to sell, lease, license or subject to any Encumbrance or otherwise dispose of, any Assets, except (A) pursuant to existing commitments, (B) immaterial or obsolete properties or assets (or immaterial portions of properties or assets), (C) non-exclusive licenses or sales of inventory in the ordinary course of business consistent with past practice, and (D) Permitted Encumbrances;
(v) (A) incur, assume or pre-pay any Indebtedness or enter into any agreement to incur, assume or pre-pay any Indebtedness, in each case other than accounts receivables and payables in the ordinary course of business consistent with past practice or for Indebtedness that will be extinguished as of the Closing with no further Liability or that is an Excluded Liability, (B) guarantee, or agree to guarantee, any Indebtedness of another Person, or issue or sell, or agree to issue or sell, any debt securities or options, warrants or calls or rights to acquire any debt securities of the Transferred Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, in either case except for Indebtedness that will be extinguished as of the Closing with no further Liability, (C) make or forgive any loans, advances or capital contributions to, guarantees for the benefit of, or investments in, any Person, other than cash advances to Business Employees for reimbursable business travel and other business expenses incurred in the ordinary course of business consistent with past practice and trade accounts receivable in the ordinary course of business consistent with past practice, or (D) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person;
(vi) adopt or put into effect a plan of complete or partial liquidation, dissolution, merger, amalgamation, consolidation, restructuring, recapitalization or other reorganization of, or fail to maintain the existence of, any Transferred Subsidiary;
(vii) (A) materially amend, modify, or supplement, or fail to renew or terminate, any Material Contract, enter into any Contract that would have been considered a Material Contract if it had been entered into prior to the Agreement Date, or amend any Contract such that the amended Contract is one that would have been considered a Material Contract if such amendment had happened prior to the Agreement Date, in each case outside the ordinary course of business consistent with past practice, or (B) waive, release, grant, assign or transfer any of its material rights or claims (whether such rights or claims arise under a Material Contract or otherwise);
(viii) (A) breach in any material respect its obligations under any Material Contract, or (B) consent to any insurance policy naming it as beneficiary or loss payable payee to be canceled or terminated;
(ix) materially modify the operation or security of any material IT Assets in any manner that compromises the same in any material respect;
(x) (A) change any material accounting policies, practices or procedures (including material tax accounting policies, practices and procedures), except as required by applicable Law or GAAP, (B) revalue in any material respect any of the Assets (including writing down or writing off any notes or accounts receivable in any material manner other than in the ordinary course of business consistent with past practice), except as required by GAAP, (C) make or change any material tax election, make or change any material method of accounting with respect to Taxes (except as required by applicable Law), settle or compromise any material Liability for any Tax or file any amended Tax Return, (D) consent to any extension or waiver wavier of the limitation period applicable to any audit, assessment or claim for a material amount of Taxes, or (E) surrender any right to claim a refund, offset or other reduction in liability of a material amount of Taxes;
(xi) except as required by any Employee Benefit Plan as in effect as of the Agreement Date date hereof and set forth on Sections 3.14(a)(i) or 3.14(a)(ii) of the Seller Disclosure Schedule, (A) grant, increase or accelerate the vesting or payment of (or communicate any intention to take such action) any wages, salaries, bonuses, incentives, severance pay, equity or equity-based awards, other compensation, pension or other benefits payable or potentially available to any Business Employee, including any increase or change pursuant to any Subsidiary Plan, but excluding increases in base salary in the ordinary course of business consistent with past practice and and, if the Closing has not occurred by April 15, 2018 (or, with respect to any Continuing Employee who has a Delayed Transfer Date, such Delayed Transfer Date has not occurred by April 15, 2018), equity grants in the ordinary course of business consistent with past practice in an aggregate amount not to exceed $5,000,000 calculated based on intrinsic value; (B) increase the funding obligation or contribution rate in respect of any Subsidiary Plan; (C) establish, enter into, adopt, amend or terminate (or communicate any intention to take such action) any Subsidiary Plan except in the ordinary course of business solely with respect to changes to health and welfare insurance providers that will not increase the cost to Buyer or its Affiliates; (D) terminate the employment of any Business Employee at Grade 7 or above other than for cause, (E) hire any person as a Business Employee at Grade 7 or above; or (F) terminate the employment of any person set forth on Section 6.02(a) of the Seller Disclosure Schedule so that such person is no longer a Business Employee (other than employment termination in the ordinary course of business consistent with past practice); provided that, with respect to Continuing Employees who have a Delayed Transfer Date, Parent shall not, and it shall cause each of its Affiliates not to, take any actions provided in this paragraph (xi) prior to the applicable Delayed Transfer Date;
(xii) enter into any settlement or release with respect to any material Action other than (A) any settlement or release that contemplates only the payment of money prior to the Closing and results in a full and unconditional release of the claims giving rise to such Action or (B) any settlement or release involving only the payment of Liabilities which are reflected as a decrease to Cash or Net Working Capital or an increase in Indebtedness as reflected in the Closing Statement, in each case without ongoing limits on the conduct or operation of the Business, the Transferred Subsidiaries or the Assets and which contains no admission of fault or wrongdoing on the part of the Business or the Transferred Subsidiaries;
(xiii) enter into any new line of business other than the Business;
(xiv) fail to keep current and in full force and effect in all material respects or fail to apply for or renew any material Permit or Registration necessary for the operation of the Business as currently conducted;
(xv) accelerate or alter in any material respect practices and policies relating to the rate of collection of accounts receivable or payment of accounts payable; or
(xvi) agree or commit to do any of the foregoing.
Appears in 1 contract
Parent’s Conduct Prior to Closing. Except as otherwise expressly contemplated by this Agreement, including Sections 5.06 and 5.07, as set forth in Section 5.01 of the Seller Disclosure Schedule, as required by applicable Law, or as agreed to in writing by Buyer in advance (which agreement shall not be unreasonably withheld, delayed or conditioned), Parent covenants and agrees that, prior to the Closing (or any applicable Delayed Transfer Date in the case of clause (xi) below)Closing, (A) the Business shall be conducted in the ordinary course of business consistent with past practice, (B) Parent shall use, and shall cause each of its Affiliates to use, their respective commercially reasonable efforts to preserve intact the Business’s business organizations and goodwill and relationships with third parties and keep available the services of its present officers and employees and (C) Parent shall not, and it shall cause each of its Affiliates not to, to the extent relating to the Business, the Interests, the Transferred Subsidiaries, the Purchased Assets or the Assumed Liabilities:
(i) (A) authorize for issuance, issue, deliver, sell or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, commitments, subscriptions, rights to purchase or otherwise), pledge or otherwise subject to an Encumbrance any shares of capital stock or other equity interests of any Transferred Subsidiary (including securities convertible into, or rights or options to acquire, capital stock or other equity interests of the any Transferred Subsidiary), (B) sell, deliver, pledge or otherwise dispose of any equity interest in the Minority Investment (other than sales required by the terms of the Governing Documents of the Minority Investment), (C) repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of any Transferred Subsidiary (including securities convertible into, or rights or options to acquire, capital stock or other equity interests of any Transferred Subsidiary); (D) amend or otherwise change the Governing Documents of any Transferred Subsidiary, or consent to an amendment or change to the Governing Documents of the Minority Investment; or (E) create any new Subsidiary that operates or engages in the Business;
(ii) declare, set aside or pay any dividends on (whether in cash, stock or other property), or make any other distributions in respect of, any capital stock of any Transferred Subsidiary;
(iii) (A) acquire or agree to acquire, including by merging or consolidating with, or purchasing the assets or capital stock or other equity interests of, or by any other manner, (x) any business or any corporation, partnership, association or other business organization or division thereof or (y) any assets with a value or purchase price in excess of $250,000 individually or $1,000,000 in the aggregate except in the case of this clause (y) for purchases of assets in the ordinary course of business consistent with past practice or purchases that otherwise would fall under subsection (B) of this Section 5.01(a)(iii), or (B) make or commit to make any capital expenditure, or enter into any lease for capital equipment, in an amount in excess of the amount allocated to such items in the Business’s 2017 budget, except pursuant to existing commitments;
(iv) sell, lease, license or subject to any Encumbrance or otherwise dispose of, or agree to sell, lease, license or subject to any Encumbrance or otherwise dispose of, any Assets, except (A) pursuant to existing commitments, (B) immaterial or obsolete properties or assets (or immaterial portions of properties or assets), (C) non-exclusive licenses or sales of inventory in the ordinary course of business consistent with past practice, and (D) Permitted Encumbrances;
(v) (A) incur, assume or pre-pay any Indebtedness or enter into any agreement to incur, assume or pre-pay any Indebtedness, in each case other than accounts receivables and payables in the ordinary course of business consistent with past practice or for Indebtedness that will be extinguished as of the Closing with no further Liability or that is an Excluded Liability, (B) guarantee, or agree to guarantee, any Indebtedness of another Person, or issue or sell, or agree to issue or sell, any debt securities or options, warrants or calls or rights to acquire any debt securities of the Transferred Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, in either case except for Indebtedness that will be extinguished as of the Closing with no further Liability, (C) make or forgive any loans, advances or capital contributions to, guarantees for the benefit of, or investments in, any Person, other than cash advances to Business Employees for reimbursable business travel and other business expenses incurred in the ordinary course of business consistent with past practice and trade accounts receivable in the ordinary course of business consistent with past practice, or (D) assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person;
(vi) adopt or put into effect a plan of complete or partial liquidation, dissolution, merger, amalgamation, consolidation, restructuring, recapitalization or other reorganization of, or fail to maintain the existence of, any Transferred Subsidiary;
(vii) (A) materially amend, modify, or supplement, or fail to renew or terminate, any Material Contract, enter into any Contract that would have been considered a Material Contract if it had been entered into prior to the Agreement Date, or amend any Contract such that the amended Contract is one that would have been considered a Material Contract if such amendment had happened prior to the Agreement Date, in each case outside the ordinary course of business consistent with past practice, or (B) waive, release, grant, assign or transfer any of its material rights or claims (whether such rights or claims arise under a Material Contract or otherwise);
(viii) (A) breach in any material respect its obligations under any Material Contract, or (B) consent to any insurance policy naming it as beneficiary or loss payable payee to be canceled or terminated;
(ix) materially modify the operation or security of any material IT Assets in any manner that compromises the same in any material respect;
(x) (A) change any material accounting policies, practices or procedures (including material tax accounting policies, practices and procedures), except as required by applicable Law or GAAP, (B) revalue in any material respect any of the Assets (including writing down or writing off any notes or accounts receivable in any material manner other than in the ordinary course of business consistent with past practice), except as required by GAAP, (C) make or change any material tax election, make or change any material method of accounting with respect to Taxes (except as required by applicable Law), settle or compromise any material Liability for any Tax or file any amended Tax Return, (D) consent to any extension or waiver of the limitation period applicable to any audit, assessment or claim for a material amount of Taxes, or (E) surrender any right to claim a refund, offset or other reduction in liability of a material amount of Taxes;
(xi) except as required by any Employee Benefit Plan as in effect as of the Agreement Date and set forth on Sections 3.14(a)(i) or 3.14(a)(ii) of the Seller Disclosure Schedule, (A) grant, increase or accelerate the vesting or payment of (or communicate any intention to take such action) any wages, salaries, bonuses, incentives, severance pay, equity or equity-based awards, other compensation, pension or other benefits payable or potentially available to any Business Employee, including any increase or change pursuant to any Subsidiary Plan, but excluding increases in base salary in the ordinary course of business consistent with past practice and equity grants in the ordinary course of business consistent with past practice in an aggregate amount not to exceed $5,000,000 calculated based on intrinsic value; (B) increase the funding obligation or contribution rate in respect of any Subsidiary Plan; (C) establish, enter into, adopt, amend or terminate (or communicate any intention to take such action) any Subsidiary Plan except in the ordinary course of business solely with respect to changes to health and welfare insurance providers that will not increase the cost to Buyer or its Affiliates; (D) terminate the employment of any Business Employee at Grade 7 or above other than for cause, (E) hire any person as a Business Employee at Grade 7 or above; or (F) terminate the employment of any person set forth on Section 6.02(a) of the Seller Disclosure Schedule so that such person is no longer a Business Employee (other than employment termination in the ordinary course of business consistent with past practice); provided that, with respect to Continuing Employees who have a Delayed Transfer Date, Parent shall not, and it shall cause each of its Affiliates not to, take any actions provided in this paragraph (xi) prior to the applicable Delayed Transfer Date;
(xii) enter into any settlement or release with respect to any material Action other than (A) any settlement or release that contemplates only the payment of money prior to the Closing and results in a full and unconditional release of the claims giving rise to such Action or (B) any settlement or release involving only the payment of Liabilities which are reflected as a decrease to Cash or Net Working Capital or an increase in Indebtedness as reflected in the Closing Statement, in each case without ongoing limits on the conduct or operation of the Business, the Transferred Subsidiaries or the Assets and which contains no admission of fault or wrongdoing on the part of the Business or the Transferred Subsidiaries;
(xiii) enter into any new line of business other than the Business;
(xiv) fail to keep current and in full force and effect in all material respects or fail to apply for or renew any material Permit or Registration necessary for the operation of the Business as currently conducted;
(xv) accelerate or alter in any material respect practices and policies relating to the rate of collection of accounts receivable or payment of accounts payable; or
(xvi) agree or commit to do any of the foregoing.,
Appears in 1 contract
