Without limiting Section 6 Sample Clauses

Without limiting Section 6. 1(a), from and after the date of this Agreement, GFI and its Subsidiaries will use commercially reasonable efforts to assist Parent and its Affiliates (including, as necessary, by causing their auditors to take actions) by participating in due diligence sessions (including accounting due diligence sessions), providing information regarding internal controls and procedures and financial reporting, obtaining auditors consents, providing representation letters, providing comfort letters (including as to customary negative assurances and change period), providing legal opinions (including customary negative assurances) and other customary assistance for Parent and Purchaser to fulfill their obligations under the U.S. securities Laws and in connection with securities offerings.

Without limiting Section 6. 06(a), (i) maintain or cause the maintenance of the interests and rights which are necessary to maintain the Terminals, which individually or in the aggregate, could, if not maintained, reasonably be expected to have a Material Adverse Effect; (ii) subject to Liens permitted under Section 7.01, maintain the Terminals within the boundaries of the Terminal Deeds and without encroachment upon any adjoining property, except where the failure of the Terminals to be so maintained, individually or in the aggregate, (A) does not materially interfere with the ordinary conduct of Business, (B) does not materially detract from the use of the Terminals, taken as a whole and (C) could not reasonably be expected to have a Material Adverse Effect; (iii) maintain such rights of ingress and egress necessary to permit the Borrowers and the Restricted Subsidiaries to inspect, operate, repair, and maintain the Terminals to the extent that failure to maintain such rights, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and provided that either Borrower or any of the Restricted Subsidiaries may hire third parties to perform these functions; and (iv) maintain all material agreements, licenses, permits, and other rights required for any of the foregoing described in clauses (i), (ii), and (iii) of this Section 6.06(b) in full force and effect in accordance with their terms, timely make any payments due thereunder, and prevent any default thereunder which could result in a termination or loss thereof, except any such failure to maintain or pay or any such default that could not reasonably, individually or in the aggregate, be expected to cause a Material Adverse Effect.

Without limiting Section 6. 1.1, during the Interim Period, except (x) as may be required by applicable Legal Requirements or as may be expressly required or contemplated by this Agreement (including the Reorganization or as described in Section 6.1.1 of the Disclosure Letter), or (y) with the consent in writing of the Buyer, the Seller shall ensure that none of the Target Group Members shall: (a) issue, grant, sell, transfer, encumber, or otherwise dispose of, permit an Encumbrance (other than Permitted Encumbrances) to be incurred on, redeem, acquire, or authorize the issuance, grant, sale, transfer, Encumbrance (other than Permitted Encumbrances) or other disposition of, redemption or acquisition of, any of its Capital Stock; (b) acquire (by merger, consolidation, acquisition of stock or assets, or otherwise) any corporation, partnership, or other business organization or Person or business or division thereof, other than investments on behalf of an Advisory Client in the ordinary course of business; (c) make any investment in another Person other than investments on behalf of an Advisory Client to conduct the Business in the ordinary course; (d) incur, issue, amend, extend or renew any Debt of the Target Group; (e) make any loans or advances to any Person other than loans on behalf of an Advisory Client to conduct the Business in the ordinary course, provided that, except for investments, loans and advances pursuant to Contracts, commitments and arrangements entered into before the Signing Date, any investment by a Target Group Member in a borrower with operations in the United States shall be considered outside of the ordinary course; (f) grant or permit any Encumbrance (other than Permitted Encumbrances) on any of their respective assets; (g) make or incur any capital expenditures or purchase obligations requiring payments following the Closing that cannot be canceled without financial penalty upon notice of 60 days or less; and (i) effect any recapitalization, reclassification, split, reverse split, subdivision or similar transaction with respect to any of its Capital Stock or (ii) declare, set aside or establish a record date with respect to any dividend or other distribution on or in respect of any of the Capital Stock that is payable after the Closing Date.

Without limiting Section 6. 13(a) in any respect, from and after the Closing, Purchaser and its Subsidiaries, including the Conveyed Subsidiaries (and their Subsidiaries), jointly and severally, shall indemnify and hold harmless the Seller Parent Indemnified Parties against any Liabilities that the Sellers or any of their respective Affiliates suffer, incur or are liable for following the Closing by reason of or arising out of or in consequence of (i) the Sellers or any of their respective Affiliates issuing, making payment under, being required to pay or reimburse the issuer of or any other Person in connection with, or being a party to, any Seller Parent Guarantee or Seller Parent LC, (ii) any claim or demand for payment made on the Sellers or any of their respective Affiliates with respect to any Seller Parent Guarantee or Seller Parent LC or (iii) any Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Seller Parent Guarantee or Seller Parent LC.

Without limiting Section 6. 1, at any time after a breach of any of Sections 5.6(a) through (d) or after the occurrence of an Event of Default, each Grantor hereby irrevocably appoints the Collateral Agent (and any of its sub-agents) as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of (i) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles constituting Collateral now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereon, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, the purpose of creating in favor of the Collateral Agent a first priority (subject to Permitted Liens that by operation of law or contract have priority over the Liens securing the Obligations) perfected lien on the Motor Vehicles constituting Collateral and exercising the rights and remedies of the Collateral Agent under Section 7.1). Each Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Without limiting Section 6. 6(a), Buyer and its Representatives and Affiliates shall file, or cause to be filed, with the Iowa Commission and/or DCI as soon as reasonably practicable, and in any event within thirty (30) days after the date of this Agreement or any date set by the Iowa Commission or DCI or any other applicable Governmental Entity, whichever is earlier, all required initial applications and documents required to be filed in connection with obtaining the Governmental Approvals, including, (i) with respect to each of the Initial Qualifiers, a correct and complete application for licensure or suitability that complies with applicable Gaming Laws and (ii) for each Buyer financing source and its Affiliates and any related individual qualifiers that require approvals under applicable Gaming Laws. If Buyer or its Affiliates determine or are otherwise made aware that any other Person must obtain Gaming Approval in order to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable (and in any event within five (5) Business Days of being made so aware) Buyer shall provide notice thereof to Seller (after which time such Person shall be considered a Required Licensee) and as promptly as reasonably practicable (and in any event within thirty (30) days) or by any date set by the Iowa Commission or DCI, whichever is earlier, Buyer shall cause such Person to file with the Iowa Commission a correct and complete application for licensure or suitability that complies with applicable Gaming Laws. Buyer and its Affiliates shall use their commercially reasonable efforts to promptly comply (and cause each such Person making an application to comply) with any request of the Iowa Commission related to any such applications and to obtain approval of the Iowa Commission for all such applications as promptly as reasonably practicable and to avoid or eliminate each and every impediment under any Law that may be asserted by the Iowa Commission with respect to the Closing so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date). Buyer and its Affiliates shall keep Seller informed on a reasonably current basis and in reasonable detail of the status of all such applications. The Parties acknowledge that Seller intends to file or cause to be filed this Agreement for approval by, and that this Agreement is subject to the approval of, the Iowa Commission.

Without limiting Section 6. 1(a), from the Effective Date until the earlier of the Closing and the date this Agreement is terminated in accordance with Article X, except (i) as set forth on Section 6.1(b) of the Disclosure Schedules, (ii) as expressly contemplated or permitted by this Agreement, (iii) as required by applicable Law, Order or Governmental Entity, or (iv) as consented to in writing (including via e-mail) by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not take any of the following actions: (i) amend or modify any of its Organizational Documents or change the authorized Equity Interests (or the terms thereof); (ii) split, combine, subdivide, recapitalize or reclassify any of its Equity Interests or issue or authorize the issuance of any other Equity Interest in respect of, in lieu of or in substitution for any of its other Equity Interests; (iii) declare, set aside, make or pay any dividend or other distribution in respect of its Equity Interests, other than dividends or distributions in Cash and Cash Equivalents paid in advance of the Adjustment Time; (iv) authorize for issuance, issue or sell or agree or commit to issue or sell (whether through the granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any of its Equity Interests or transfer any Equity Interests; (v) redeem or repurchase any of its Equity Interests or other ownership interests (except in connection with a termination of employment; provided, that the transactions contemplated by such redemption close prior to the second (2nd) Business Day prior to the Closing and contain a customary release from the terminated employee); (vi) enter into an Add-On Acquisition or Disposition Transaction; (vii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, asset purchase or similar transaction, recapitalization or other restructuring; (viii) mortgage, pledge, encumber or otherwise subject any material property or material asset to any Encumbrance, except for Permitted Encumbrances; (ix) incur, assume or guarantee any Indebtedness (other than to the extent the amount is included in Company Indebtedness or constitutes Parent Company Debt Guaranty Obligations under the Parent Company Credit Facility); (x) sell, lease, sublease, exclusively license, assign, transfer or otherwise dispose of any property or asset (or group of properties or assets), other than sales of obsolete equipment or other ass...

Without limiting Section 6. 2(a), from and after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted by applicable Legal Requirements and the certificate of incorporation, bylaws or other charter or organizational documents of the applicable Acquired Company, indemnify and hold harmless each Indemnified Person against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any actual or threatened claim or Legal Proceeding (including with respect to this Agreement or the Transactions or other matters existing or occurring at or prior to the Effective Time) to the extent based on, arising out of or pertaining to (i) the fact that the Indemnified Person is or was a director or officer of an Acquired Company or (ii) acts or omissions by the Indemnified Person in the Indemnified Person’s capacity as a director or officer of an Acquired Company, in each case of the foregoing clauses (i) and (ii), whether asserted, commenced or claimed prior to, at or after the Effective Time. Without limiting the foregoing, from and after the Effective Time, in the event of any actual or threatened claim or Legal Proceeding of the type described in the foregoing sentence, Parent and the Surviving Corporation shall, to the fullest extent permitted by the certificate of incorporation, bylaws or other charter or organizational documents of the applicable Acquired Company, advance any expenses (including fees and expenses of legal counsel) of any Indemnified Person incurred in connection with such actual or threatened claim or Legal Proceeding, subject to such Indemnified Person providing an undertaking to repay all amounts so advanced if it is ultimately determined by final and non-appealable judicial decision that such Indemnified Person is not entitled to indemnification for such expenses. Parent and the Surviving Corporation shall not, and shall cause each Subsidiary of the Surviving Corporation not to, settle or compromise, or consent to entry of judgement in, any threatened or actual claim or Legal Proceeding for which indemnification could be sought by an Indemnified Person hereunder, unless such settlement, compromise or judgement includes an unconditional release of such Indemnified Person from all liability arising out of such claim or Legal Proceeding (or such Indemnified Person otherwise consents in writing to such settlement, compromise or judgement). Parent’s and the Sur...

Without limiting Section 6. 1(a), from and after the date of this Agreement until the earlier of (x) the termination of this Agreement pursuant to Section 7.1 and (y) the Offer Closing Date, GFI and its Subsidiaries will use commercially reasonable efforts to assist BGCP and its Affiliates (including, as necessary, by causing their auditors to take actions) by participating in due diligence sessions (including accounting due diligence sessions), providing information regarding internal controls and procedures and financial reporting, obtaining auditors consents, providing representation letters, providing comfort letters (including as to customary negative assurances and change period), providing legal opinions (including customary negative assurances) and other customary assistance for BGCP and Purchaser to fulfill their obligations under the U.S. securities Laws and in connection with securities offerings.

Without limiting Section 6. 1(a), Buyer and its agents and contractors shall have the right, at Buyer's sole cost and expense, to enter onto and into the Real Property at reasonable times and in a reasonable manner as agreed to with Seller prior to such entry for the purpose of making such tests and inspections as Buyer deems necessary in connection with this Agreement and as otherwise in accordance with this Agreement; provided, however, that (i) Seller may require, as a condition to any such entry, that any such Person is accompanied by a representative of Seller during such entry and (ii) no such Person shall conduct any test in connection with a Phase II environmental report or any other test that involves drilling, boring or similar intrusive or invasive action on, in or under the Real Property without Seller's prior written consent, which may be granted or withheld in Seller's sole and absolute discretion. Buyer agrees that such tests and inspections shall be conducted in such a manner as not to interfere unreasonably with the operations of the Company and the Subsidiaries, and consistent with Seller's obligations under any leases regarding any Leased Real Property. Prior to any entry on any Real Property by Buyer, its agents or contractors pursuant to this Section 6.1(b), Buyer shall provide to Seller evidence, reasonably satisfactory to Seller, demonstrating that Buyer or its agents and contractors, as applicable, have and maintain comprehensive general liability insurance coverage covering any and all Liabilities with respect to or arising out of any work or investigations at the Real Property to be performed by or for Buyer or its agents or contractors as set forth in this Agreement, and thereafter Buyer shall maintain, or shall cause its agents and contractors to maintain, as applicable, such insurance in full force and effect. The policy of insurance shall have limits of not less than $2,000,000 combined single limit per occurrence, shall be issued by a reputable insurance company qualified to do business in the states in which the Real Property is located and shall name Seller as an additional named insured. After making such tests and inspections, Buyer, at Buyer's sole cost and expense, shall restore, or cause to be restored, the Real Property to substantially the same condition as existed prior to such tests and inspections. Further, Buyer shall deliver to Seller a true, correct and complete copy of any report of the results of any tests, inspections and/or analyses o...