Seller Affirmative Covenants. Between the Effective Date and the Closing or the termination of this Agreement in accordance with its terms, Seller shall:
(a) Use best efforts to maintain and preserve the Painting;
(b) provide Buyer and its Representatives and agents reasonable access to the books and financial records of Seller at any time during normal business hours prior to the Closing Date, at Buyer’s sole cost and expense, to perform any inspections or evaluations of the Painting or Seller;
(c) furnish to Buyer true, correct and complete copies of all records, documentation and other information in its possession as Buyer may reasonably request concerning Seller or the Painting;
(d) permit Buyer to, without any obligation to do so, contact any Governmental Authority about any governmental authorizations or requirements of law concerning Seller or the Painting;
(e) cooperate with Buyer with respect to all filings, permits or consents that Buyer elects to make or obtain or is required by requirements of law or other Persons to make or obtain in connection with the transactions contemplated herein; and
(f) provide notice to Buyer as promptly as reasonably practicable upon becoming aware of any event or occurrence capable of causing a material impact on the business of Seller; and
(g) between the Effective Date and the Closing Date or the earlier termination of this Agreement in accordance with its terms, use commercially reasonable efforts to cause the conditions precedent in Section 3.02 to be satisfied and to complete the actions in Section 3.03.
Seller Affirmative Covenants. Seller covenants and agrees that:
Seller Affirmative Covenants. From the Effective Date until the Closing Seller shall use Reasonable Efforts to (a) preserve the License; and (b) comply with all Laws applicable to the License.
Seller Affirmative Covenants. (a) During the period of six (6) months as from the Amazônia Closing Date or the Alternative Amazônia Closing Date, as applicable, (“Amazônia Transition Period”), the Seller undertakes to provide and cause Telemig Holding and Telemig to commercially cooperate and negotiate in good faith with Amazônia and Purchaser undertakes to cause Amazônia to negotiate in good faith with Telemig the contracts and agreements necessary to the maintenance of the ordinary course of Amazônia’s businesses and operations, at arms lengths basis and under market conditions. The Parties agree to take all necessary measures until the end of the Amazônia Transition Period in order to terminate these contracts and agreements entered into by and among Telemig Holding, Telemig, Amazônia Holding and Amazônia, as the case may be, and to segregate any and all activities that are jointly carried out by such companies. In case it is demonstrated as necessary, Seller may agree to extent the above referred commercial cooperation between Telemig Holding and Telemig on one side and Amazônia Companies, on the other side, for another 3 (three) months after the end of the period of time stated above.
(b) If applicable, from the date of the SPA Closing through the Alternative Amazônia Closing Date, Seller shall procure that each of the Amazônia Companies conduct their respective businesses as conducted after the SPA Closing and only in the ordinary course of business and, as the case may be, in line with the ANATEL Consent obtained in connection with the Transactions.
(c) Seller shall take all possible actions that is under its control to take, in order to (i) permit Amazônia Holding to pay the 2007 minimum mandatory dividends to its preferred shareholders on or before the Amazônia Closing Date or the Alternative Amazônia Closing Date (as the case may be), or (ii) not prevent or impede Telpart from taking any actions designed to ensure that on the Amazônia Closing Date or on the Alternative Amazônia Closing Date (as the case may be) the Amazônia Holding Shares represent actually and effectively at least the majority of the voting capital of Amazônia Holding and (iii) to follow up the actions taken by Telpart for the accomplishment of the results set forth in items (i) and (ii) above, including the request of the documents referred to in Section 2.5.1.(o).
Seller Affirmative Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and the Closing Date, except as expressly permitted by this Agreement or with the prior written consent of Buyer, it shall act in accordance with the following:
8.1.1 Seller shall conduct the business and operation of the Stations in the ordinary course of business consistent with past practice and with the intent of preserving the ongoing operations and assets, listeners, advertisers and business of the Stations.
8.1.2 Seller shall operate the Stations in material accordance with FCC rules and regulations and the Stations Licenses and with all other laws, regulations, rules and orders and remove and assume all responsibility and costs for removing any and all violations thereof, including the payment of any fines assessed or other sanctions that may be imposed therefor.
8.1.3 Seller shall provide Buyer prompt written notice of any material change in any of the information contained in the representations and warranties made in Article 7 hereof or any Schedules referred to herein or attached hereto.
8.1.4 Seller shall give prompt notice to Buyer of any unusual or material developments with respect to the business or operation of the Stations.
8.1.5 Seller shall give or cause the Stations to give Buyer and Buyer's counsel, accountants, engineers and other representatives, at Buyer's reasonable request, and as authorized by the management of Seller, reasonable access during normal business hours to all of Seller's personnel, properties, books, contracts, reports and records including financial information and tax returns relating to the Stations, to all buildings and equipment relating to the Stations, and to the Stations’ employees in order that Buyer may have full opportunity to make such investigation as it desires of the affairs of the Stations and to furnish Buyer with information, and copies of all documents and agreements including but not limited to financial and operating data and other information concerning the financial condition, results of operations and business of the Stations, that Buyer may reasonably request. The rights of Buyer under this Section 8.1.5 shall not be exercised in such a manner as to interfere unreasonably with or disrupt the business or operation of the Stations.
8.1.6 Seller shall use commercially reasonable efforts to perform all of the Assumed Contracts according to their respective material terms and, if necessary, renew the same; pro...
Seller Affirmative Covenants. Between the date hereof and the Closing Date, Seller shall (a) carry on its business as currently conducted and only in the ordinary course of business; (b) preserve the Licenses and Leases intact; (c) comply in all material respects with all Laws; (d) maintain in full force and effect the Licenses, Assigned Contracts, Leases and other licenses necessary to preserve Seller's ability to consummate the Transaction; (e) maintain and preserve the Equipment and the IP Assets; (f) maintain its books, accounts and records in the usual and regular manner, in accordance with GAAP; and (g) diligently pursue and defend all applications for assignment of the Licenses and Leases from Seller to Purchaser.
Seller Affirmative Covenants. With respect only to those Leases that have not been assigned to Purchaser, Seller shall (a) carry on its business with respect to the Licenses and Leases only in the ordinary course of business; (b) make such lease payments as required under the Leases to comply with the Leases; (c) comply with all Laws applicable to the Leases, assuming the Leases and the parties' behavior thereunder comply with FCC control requirements; (d) subject to the Lessors' compliance therewith and assistance, and such legal defenses of the Lessors to the leases as may exist and changes in FCC Rules, maintain in full force and effect the Licenses (to the extent required of Seller by the Leases) and the Leases; and (e) subject to the reasonable assistance and cooperation of Purchaser and Clearwire Corporation, use commercially reasonable, good faith efforts to pursue those consents for assignment of the Leases from Seller to Purchaser as are required by the Leases for such assignment.
Seller Affirmative Covenants. Sellers shall use Reasonable Efforts to cause the Company (a) to carry on its business with respect to the Licenses as currently conducted and only in the ordinary course of business; (b) preserve the Licenses intact; (c) comply with all Laws applicable to the Licenses; and (d) maintain in full force and effect the Licenses and other licenses necessary to preserve Sellers' ability to consummate the Transactions.
Seller Affirmative Covenants. Up to the Closing, Seller shall (a) carry on its business with respect to the Licenses and Leases as currently conducted and only in the ordinary course of business; (b) use commercially reasonable efforts to preserve the Licenses and Leases intact; (c) comply with all Laws applicable to the Licenses and Leases; (d) use commercially reasonable efforts to maintain in full force and effect the Licenses and Leases and other licenses necessary to preserve Seller's ability to consummate the Transaction; and (e) diligently pursue and defend all applications for assignment of the Licenses from Seller to Purchaser.
Seller Affirmative Covenants. Between the date of this Agreement and the Closing Date, except as otherwise consented to in writing by Purchaser (which consent shall not be unreasonably withheld) or as otherwise contemplated by this Agreement, Seller will:
(a) conduct the Acquired Business in the ordinary course and consistent with past practices, and use its reasonable efforts to preserve its business organization, keep available the services of its key employees, and its other officers and employees, and maintain satisfactory relationships with employees;
(b) use its best efforts to obtain all third party approvals, if any, necessary to consummate the transactions contemplated hereby;
(c) maintain and preserve the Assets;
(d) preserve and protect the goodwill and relationships of Seller with its suppliers, customers and all other persons having business dealings with Seller;
(e) maintain in good standing all Assigned Contracts, except as modifications may be required in the ordinary course of the Acquired Business, or as consented to by Purchaser in writing (which consent shall not be unreasonably withheld);
(f) maintain its books, accounts and records in the usual and regular manner, in accordance with past practice and in compliance with all applicable Law;
(g) preserve and maintain in force all of the Permits, Intellectual Property Rights and Intangibles; and
(h) comply in all material respects with all Laws applicable to the conduct of the Acquired Business.
