Purchaser Covenants. The covenants and obligations required by this Agreement to be performed or complied with by Purchaser at or before the Closing Date have been duly performed or complied with in all material respects.
Purchaser Covenants. Purchaser shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by Purchaser under this Agreement at or prior to the Closing Date; and
Purchaser Covenants. (i) During the period commencing on the Closing Date and ending on the third anniversary of the Closing Date (the “Restricted Period”), other than as permitted by this Agreement or otherwise agreed to in writing by the Seller, the Purchaser will not, and will cause its Affiliates not to, directly or indirectly, (A) manufacture, promote or sell any Restricted Caps Products anywhere in the world, whether under the Purchaser’s label or any other Person’s label (the “Restricted Caps Activities”); or (B) own, manage or control another Person who, or participate in a partnership, joint venture or similar arrangement which, undertakes or conducts any Restricted Caps Activities; provided, however, that nothing in this Section 5.7(a)(i) shall prevent the Purchaser or its Affiliates from (x) participating only as a distributor in the sale of any Restricted Caps Product, (y) using of any Restricted Caps Product in the Purchaser’s “kits” business or (z) being the holder or beneficial owner by way of bona fide investment purposes only of any securities in any Person carrying on any Restricted Caps Activities which is listed or traded on any recognized stock exchange, regulated market or trading facility; provided, however that the Purchaser and its Affiliates do not hold or are not beneficially interested in more than a total of 5.00% of the equity securities in such listed Person; and provided, further, that the Purchaser and its Affiliates do not have, directly or indirectly, any management functions or any material influence in such listed Person.
(ii) Unless otherwise agreed to in writing by the Seller, during the period commencing on the Closing Date and ending on the 18 month anniversary of the Closing Date (the “Non-Solicitation Period”), the Purchaser will not, and will cause its Affiliates not to, directly or indirectly, (A) hire, or knowingly encourage the hiring of, any Protected Seller Employee; (B) solicit, induce or attempt to persuade any Protected Seller Employees to terminate their employment relationship with any member of the Seller Group or their respective Affiliates; provided, however that, nothing in this Section 5.7(a)(ii) shall prevent the Purchaser or its Affiliates from (x) taking any of the actions described in clauses (A) and (B) with respect to any Protected Seller Employee whose employment relationship with the Seller Group or their respective Affiliates was terminated by the Seller Group or their respective Affiliates at least six (6) mo...
Purchaser Covenants. Until the Termination Date, Purchaser agrees to perform the covenants set forth below:
Purchaser Covenants. Purchaser agrees that, between the Effective Date of this Agreement and the Closing Date, neither Purchaser nor any of the Purchaser Parties will, without the prior written consent of Seller:
(a) have any contact (written, verbal or otherwise) with or make any commitments to any governmental authority, utility company, school board, church, religious body, homeowners association, or other similar organization or group with respect to the Property or allow any third party to make or have any such contact on behalf of Purchaser or any of the Purchaser Parties, except Purchaser may make inquiries to municipal, local and other government representatives to the extent required by law or with respect to customary Phase I environmental, zoning and building code inquiries;
(b) enter into any leases or other possessory agreements for the Property which would be binding on Seller or the Property after any termination of this Agreement;
(c) enter into or grant any easements, liens, encumbrances or other contracts or instruments which would be binding upon Seller or the Property after any termination of this Agreement;
(d) record in any public records, any memorandum or other instrument referencing this Agreement, other than any documents permitted pursuant to the terms of this Agreement or any lis pendens filed in connection with a suit for specific performance filed by Purchaser in conformance with the requirements of Section 9.02 of this Agreement;
(e) alter or amend in any way which would be binding upon Seller or the Property after any termination of this Agreement, the zoning or any other governmental approval or permit affecting the Property;
(f) commence any construction activities upon or within the Property;
(g) transfer, convey, dispose of or remove any portion of the Property; or
(h) terminate or amend or purport to terminate or amend any service contract, maintenance contract or other contract of any kind relating to the Property, except for contracts entered into by Purchaser in connection with its due diligence.
Purchaser Covenants. Following the Closing, Purchaser shall be entitled to, inter alia, Transfer any of the Purchased Shares to any transferee at the Purchaser’s sole discretion, subject to the restrictions imposed by Applicable Law, provided that in connection with any sale or disposition of any of the Purchased Shares prior to Seller’s receipt of the Seller Dividend Portion Entitlement applicable to such Purchased Shares being sold or disposed of, the Purchaser shall also (i) transfer and the transferee shall assume, the obligations to pay any remaining Seller Dividend Portion Entitlement with respect to such Purchased Shares on the terms set forth herein, provided that the foregoing right of the Purchaser shall terminate upon the occurrence of an Assignment Cessation Event; and (ii) notify the Seller five (5) days prior to such Transfer regarding the identity of such transferee (which for the avoidance of doubt shall remain at the sole discretion of the Purchaser), provided that such Transfer would not adversely affect Seller’s rights to receive the full amount of the Seller Dividend Total Entitlement and would result in Seller receiving the full amount of the Seller Dividend Total Entitlement, and further provided that to the extent such Transfer results in Seller receiving an amount which is less than the Seller Dividend Portion Entitlement, then Purchaser undertakes to pay Seller the amount of the deficiency. Subject to the foregoing, Purchaser’s rights to Transfer the Purchased Shares would not be limited or restricted. Notwithstanding the aforementioned, the Purchaser will be entitled, at any time, to pay directly to Seller the remaining amount of the Seller Dividend Total Entitlement which has not yet been paid up to such Transfer, and upon such payment, the foregoing limitations will expire and become null and void with no further force and effect. In any event, once the Seller has received as a result of a Subsequent Distribution an aggregate amount equal to the Seller Dividend Total Entitlement, the foregoing limitations shall become null and void with no further force and effect.
Purchaser Covenants. (a) The Purchaser shall not pay any cash dividends on its capital stock until the earliest of (a) February 28, 2008, (b) the payment in full of the amounts owing under Section 1.7 hereof, or (c) the date on which it is finally determined that no amounts shall be owing pursuant to Section 1.7 hereof.
(b) Until such time as (x) the Cash Notes have been paid in full or converted in full, and (y) the Contingent Consideration has been paid in full or irrevocably forfeited, the Purchaser (i) shall facilitate the maintenance of separate books and records of each Target Company so as to render a determination of net cash flow and EBITDA of the Target Companies practicable and (ii) without the prior written consent of the Shareholders, will not cause, suffer or permit any actions with respect to the Target Companies so as to render a determination of net cash flow and EBITDA of the Target Companies impracticable or which would have a material adverse effect on the ability of the Target Companies to achieve the EBITDA targets for 2005, 2006 and 2007 set forth in Section 1.7. The Cash Notes and the Contingent Consideration are referred to herein as the "Post-Closing Consideration."
(c) Until such time as (x) the Cash Notes have been paid in full or converted in full, and (y) the Contingent Consideration has been paid in full or irrevocably forfeited, the Purchaser shall (i) cause the Target Companies to operate in good faith and in a manner consistent with reasonable business practices; and (ii) use commercially reasonable efforts to cause the business of the Target Companies to be operated in a manner consistent with its operations prior to the Closing Date (or in a manner different than the manner in which the Target Companies' business was operated prior to the Closing Date, so long as the new manner of operation is designed to optimize the revenue and profitability of the Target Companies or to improve the effectiveness of its operations in a manner that does not adversely affect in any material respect the Shareholders' ability to earn the Post-Closing Consideration under this Agreement). The Purchaser shall not take any action or omit to take any action where such action or omission is intended to interfere with or have an adverse effect on the Shareholders' right to earn the Post-Closing Consideration under this Agreement.
Purchaser Covenants. Each Purchaser covenants and agrees with the Company as follows:
Purchaser Covenants. 10.01. Pre-Closing Date. Purchaser covenants that between the date hereof and the Closing Date, except as contemplated by this Agreement or with the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed:
(a) Within ten (10) days after the date of this Agreement advise Seller of its objections to any UCC Search Reports, title commitment and/or survey of the Real Property and the Hospital which Purchaser may elect to obtain; provided, however, that Purchaser shall not have the right to object to any items reflected on the title commitment which are referred to in Paragraph 3.
