Covenant of Seller. The Seller shall not amend Article Third of its Certificate of Incorporation without the prior written consent of each Rating Agency rating the Certificates.
Covenant of Seller. Section 10.09 Recharacterization............................................
Covenant of Seller. After the execution of this Agreement and prior to Closing, Seller shall not acquire any common stock, warrants or other securities of HACI or effect any derivative transactions with respect thereto.
Covenant of Seller. Seller shall make all reasonable efforts to resolve any title or restriction issues prior to the Closing, but will continue these efforts subsequent to the Closing to the extent reasonably necessary.
Covenant of Seller. So long as the Agreement is in full force and effect: Seller shall not do any of the following without Buyer’s prior written consent: (i) enter into any contract relating to the maintenance, operation, or development of the Property that will survive the Closing; (ii) grant any easement, lease any part of the Property, or encumber the Property.
Covenant of Seller. After the Closing Date, Seller shall remit to Purchaser all payments received with respect to the Receivables and Securitization Assets as soon as practicable after the receipt thereof.
Covenant of Seller. Seller shall use reasonable efforts to cooperate in filing any amendments or modifications to the Proofs of Claim as Purchaser may reasonably determine, provided that (x) such amendments and modifications are consistent with the terms of this Agreement, in all respects, (y) such amendments and modifications are reasonably necessary or appropriate to give effect to this Agreement, and (z) Seller shall have no liability for complying with the Purchaser’s request.
Covenant of Seller. After the execution of this Agreement and prior to Closing, Seller shall not acquire any common stock, warrants or other securities of Triplecrown or effect any derivative transactions with respect thereto.
Covenant of Seller. After the execution of this Agreement and prior to Closing, Seller shall not acquire any common stock, warrants or other securities of China Holdings or effect any derivative transactions with respect thereto.
Covenant of Seller. Seller is prohibited for a period of 3 (three) years for Europe and 5 (five) years for the United States and Canada after the Closing Date to directly or indirectly through Affiliated Companies (in particular, without limitation, through the Affiliated Companies listed in Schedule 8.1.1 which own emulsion manufacturing equipment), manufacture, have manufactured by third parties, or sell (including resale) within Europe, the United States and Canada emulsions for any applications outside TLP. Seller, furthermore, is prohibited for a period of 3 (three) years for Europe and 5 (five) years for the United States and Canada after the Closing Date to directly or indirectly, manufacture, have manufactured by third parties or sell (including resale) emulsion powder for any application on a worldwide basis (excluding Japan, China, Vietnam, South Korea and Malaysia). The following activities, however, are exempt from such non-compete covenant:
(i) The current or future business of Seller and of Seller’s Affiliated Companies in emulsions for applications in TLP, Acrylic Technology and Ink Jet Paper Coating Technology.
(ii) The current or future business of Seller and of Seller’s Affiliated Companies relating to emulsions outside Europe, the United States or Canada.
(iii) The acquisition of other companies or mergers with other companies which as a side line manufacture and/or sell emulsions and/or emulsion powders, provided that such competing business does not exceed 25% of the annual revenues of the acquired or merged entity.
(iv) Any activities that are required in the context of agency, distribution or toll manufacturing agreements concluded with Purchaser or Purchaser’s Affiliated Companies.
