Pre Closing Covenants of the Seller. From and after the date hereof and until the Closing Date:
Pre Closing Covenants of the Seller. The Seller hereby covenants and agrees that, from and after the date hereof until the Closing:
Pre Closing Covenants of the Seller. From and after the date hereof and until the Closing Date or termination of this Agreement in accordance with Article IX:
Pre Closing Covenants of the Seller. 7.1. Conduct of Sm*rt Practice Business Pending the Closing. During the period from the date of this Agreement to the Closing, the Seller agrees that with respect to the Sm*rt Practice Business and the Assets (except as contemplated or expressly permitted by this Agreement or to the extent that Medical Manager shall otherwise agree in writing):
(a) The Sm*rt Practice Business shall be conducted only in the ordinary course of business, in a manner consistent with past practice and in compliance in all material respects with all applicable laws, rules and regulations.
(b) The Seller shall use its reasonable commercial efforts to: (i) preserve intact WM's business organization; (ii) keep available the services of its present officers, employees and consultants; and (iii) preserve its present relationships with customers, suppliers and other persons with which it has a significant business relationship.
(c) The Seller shall not, sell, lease, encumber or otherwise dispose of, or agree to sell, lease (whether such lease is an operating or capital lease), encumber or otherwise dispose of any portion of the Assets, other than in the ordinary course consistent with past practice.
(d) The Seller will promptly notify Medical Manager in the event that it fails to operate its business in accordance with this Section 7.1.
Pre Closing Covenants of the Seller. The Seller agrees that, subsequent to the date hereof and prior to the Closing Date:
Pre Closing Covenants of the Seller. The Seller hereby covenants with the Purchaser as follows:
5.1.1. to cause all necessary steps and corporate proceedings to be taken to effectively and validly carry out the transactions contemplated hereby, including obtaining approval of the board of directors of GigaMedia Limited;
5.1.2. to cause the share certificate(s) representing the Target Shares to be delivered to the Purchaser at or prior to the Closing;
5.1.3. to use its commercially reasonable efforts to enable the Purchaser, the Company and certain other major shareholders of the Company to enter into a shareholders agreement and to provide its reasonable cooperation in the process thereof; provided, however, that a failure to execute such shareholders agreement shall not constitute the breach or default of the Seller in any event; and
5.1.4. to execute or cause a designated Affiliate to execute License Agreement 1 at or prior to the Closing. Share Purchase Agreement
Pre Closing Covenants of the Seller. 4.1 Access And Investigation
4.2 Operation Of Business 4.3 No Solicitation 4.4 Meeting of Stockholders 4.5 Proxy Statement
Pre Closing Covenants of the Seller. Except as contemplated by this Agreement or with the prior written consent of the Purchaser, between the date hereof and the Closing Date (the "EXECUTORY PERIOD"), the Seller shall operate its Facility in the ordinary course of business in accordance with its past practices (except where such would breach the following covenants or with the Seller's other obligations hereunder), and shall abide by the following negative and affirmative covenants:
Pre Closing Covenants of the Seller. Operation of the System Except as otherwise expressly permitted by this Agreement, as required by Law or with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), from the Effective Date until the Closing, the Seller shall (i) operate and manage the System only in the ordinary course of business in accordance with past practices and procedures,
Pre Closing Covenants of the Seller. Except to the extent specifically required by this Agreement or with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), between the date hereof and the earlier of the Closing or the termination of this Agreement pursuant to its terms, the Seller shall operate, and shall cause to be operated, the Business in such a manner as to abide by the following negative and affirmative covenants, and otherwise in the Ordinary Course:
