Seller Covenant. Seller covenants and agrees that for the Noncompetition Period, Seller will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any Competitive Business; provided, that Seller shall not be deemed to have violated this covenant if Seller undertakes a transaction in which Seller (i) is acquired by or merges with an unrelated third party who is engaged in a Competitive Business (defined below) or (ii) acquires an unrelated third party engaged in a Competitive Business, and, with respect to this clause (ii) only, which Competitive Business is not a material component of such party's overall business so long as Seller divests itself of the Competitive Business in such time period as is reasonable for the completion of a transaction of such type and complexity, but in no event later than nine months following the closing of the acquisition of the Competitive Business. A Competitive Business shall be any business which, anywhere in the world (x) develops, manufactures, sells and
Seller Covenant. The Seller undertakes to WireCo that until the 5th anniversary of the Closing Date it shall maintain net assets of at least € 5.000.000,00 (five million Euros) taking into account any amounts retained in the Escrow Account from time to time.
Seller Covenant. Seller hereby covenants that, throughout the Delivery Term, the Facility is, or will qualify prior to the Commercial Operation Date, as an ERR. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.
Seller Covenant. Subject to the Closing, and beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “Restrictive Period”), Seller and its Affiliates shall not, directly or indirectly, develop, market, license, grant forbearances not to xxx, or xxxxx any rights to or authorize the use of, any Non-North America Intellectual Property, including the Non-North America Navigator Platforms, or any successor thereto, for commercial use or deployment in the United States, Canada or Mexico. Subject to the first sentence of Section 6.9 (a), Seller and its Affiliates shall be free to develop, market, license, grant forbearances not to xxx, or xxxxx any rights or authorize the use of, or otherwise exploit the Non-North America Intellectual Property, including the Non-North America Navigator Platforms, or any successor thereto, for commercial use or deployment throughout the world. This covenant shall be binding on any purchaser of the Non-North America Business or other successor thereto and its Affiliates. Seller shall require any such purchaser or successor to agree to be bound by this covenant for the remainder of the Restrictive Period and agree that it may be enforced directly by Purchaser (and its successors-in-interest). Seller shall require any purchaser of the Non-North America Business, or other successor thereto, to agree to be bound by the terms of the Technology Cross License and agree that it may be enforced directly by Purchaser (and its successors-in-interest) and shall cause any such purchaser or other successor to enter into the Technology Cross License if the sale of the Non-North America Business is consummated prior to the Closing hereunder.
Seller Covenant. (i) In order to induce Buyer to enter into this Agreement, Seller hereby covenants and agrees that, except as otherwise provided herein, from and after the Closing and until the third (3rd) anniversary of the Closing Date, it shall not, and shall cause its Subsidiaries not to, directly or indirectly, participate in the management, operation or control of, or have any financial or ownership interest in, or aid or knowingly assist anyone else in the conduct of, any business or entity that (A) engages in the Business in any Restricted Territory, or (B) is, to Seller's Knowledge, making preparations for engaging in such Business in any Restricted Territory (collectively, "Participate in the Business"); provided, however, that Seller may (x) Participate in the Business in connection with the continued operation after the Closing of the Remaining Facilities (as hereinafter defined), subject to the provisions set forth in Section 1.2 of the Disclosure Letter, (y) acquire a Person that Participates in the Business, among other activities of such Person, in any Restricted Territory, provided that such Person's net sales from the conduct of the Business in such Restricted Territory do not exceed 10% of its total net sales for the completed portion of its then current fiscal year or the full fiscal year immediately prior to such acquisition, and (z) enter into, at arm's length, any bona fide joint venture (or partnership or similar business arrangement) with any Person who is not directly Participating in the Business but which is an Affiliate of another Person Participating in the Business so long as Seller and its Affiliates do not directly Participate in the Business in any way. In the event Seller acquires a Person that Participates in the Business in compliance with clause (a)(i)(y), then, in each such case, Seller shall, within twelve (12) months after the date that such acquisition is consummated, sell or otherwise divest itself of the portion of such acquired Person that Participates in the Business.
(ii) For a period of three (3) years from and after the Closing Date, neither Seller nor any of its Subsidiaries shall, directly or indirectly, without the prior written consent of Buyer, solicit or direct any other Person to solicit any Limited Partner nor any officer or other employee, or any Person who has been a Limited Partner or an officer, or other employee within the previous six (6) months, of the Company or any Division Entity to: (A) terminate such Lim...
Seller Covenant. (i) In order to induce Buyer to enter into this Agreement, Seller hereby covenants and agrees that, except as otherwise provided herein, from and after the Closing and until the fifth (5th) anniversary of the Closing Date, it shall not, and shall cause its controlled Affiliates not to, directly or indirectly, participate in the management, operation or control of, or have any financial or ownership interest in, or aid or knowingly assist anyone else in the conduct of (including providing financing or leasing any assets to), any business or entity that (a) engages in the Business in any Restricted Territory, or (b) is, to Seller’s Knowledge, making preparations for engaging in such Business in any Restricted Territory; provided, however, that Seller may (y) acquire a Person that engages in the Business, among other activities of such Person, in any Restricted Territory, provided that such Person’s EBITDA from the conduct of the Business in such Restricted Territory do not exceed 10% of its total EBITDA for the completed portion of its then current fiscal year or the full fiscal year immediately prior to such acquisition, and (z) enter into, at arm’s length, any bona fide joint venture (or partnership or other business arrangement) with any Person who is not directly engaged in the Business but which is an Affiliate of another Person engaged in the Business; and provided, further, that nothing contained in this Section 5.11(a)(i) shall prohibit or otherwise restrict Seller’s current or future operation of (a) the facilities listed in Section 5.11(a)(i) of the Disclosure Letter which provide outpatient therapy in affiliation with one of Seller’s inpatient rehabilitation facilities or (b) any of the four facilities listed in Section 5.11(a)(i) of the Disclosure Letter which provide outpatient therapy in affiliation with one of Seller’s long-term acute care hospitals, or, with respect to both clauses (a) and (b), a relocation of such a facility. In addition, nothing contained in this Section 5.11(a)(i) will prohibit Seller from operating one (but not more than one) facility that provides outpatient therapy in affiliation with an inpatient rehabilitation facility that is built, developed or acquired by Seller after the date hereof. In the event Seller acquires a Person that engages in the Business in compliance with clause (b)(y), then in each such case Seller shall, within twelve (12) months after the date that such acquisition is consummated, sell or otherwise...
Seller Covenant. Seller acknowledges that it owns a certain parcel of real property adjacent to or near the Real Property, which is described in Exhibit "E" ("ADJACENT PROPERTY"). Seller hereby grants to Buyer a right of first offer ("ROFO") in the event Seller decides to sell the Adjacent Property to any unrelated third party. In connection with the ROFO, prior to selling or leasing the Adjacent Property to an unrelated third party, Seller shall provide Buyer with written notice thereof ("PROPOSAL SALE NOTICE"), which notice shall include an asking price for the Adjacent Property. Buyer will have a period of five (5) days from its receipt of the Proposal Sale Notice to enter into a binding purchase and sale agreement with Seller at the price set forth in the Proposal Sale Notice, on a cash basis. If Buyer fails to enter into a binding purchase and sale agreement with Seller, which is satisfactory to Seller, in Seller's sole discretion, within such five (5) day period, Seller will be free to sell the Adjacent Property to any party without restriction.
Seller Covenant. After the date hereof and prior to Closing, Seller shall provide Buyer reasonable and continuous access to the Property and to Seller's books and records related to the Plant and equipment, except for Seller's financial, tax and litigation related books, records and documents.
Seller Covenant. As promptly as practicable after the execution --------------- of this Agreement, and in no event later than fifteen (15) days thereafter, Seller shall file an application (after receiving within ten (10) days of the signing date of Purchaser's portion of such application) with the FCC requesting the FCC's written consent to the assignment of the FCC Authorizations to ROI Licensee Sub and to the consummation of the transactions contemplated by this Agreement. Seller shall diligently take all steps that are necessary, proper or desirable to expedite the preparation of such application and its prosecution to a favorable conclusion. Seller shall promptly provide Purchaser with a copy of any pleading, order or other document served on Seller relating to such application. Seller shall furnish all information required by the FCC and shall be represented at all meetings or hearings scheduled to consider such application.
Seller Covenant. Seller hereby covenants and agrees that it will not agreed to amend the Original Agreement without Buyer’s written consent, which consent Buyer may withhold in its sole and absolute discretion.
