Buyer Covenants. Buyer covenants and agrees with Seller as follows:
Buyer Covenants. Buyer covenants and agrees with Stockholder, Seller and the Company as follows:
Buyer Covenants. Buyer covenants and agrees that, pending the Closing --------------- and except as otherwise agreed to in writing by Seller:
Buyer Covenants. During the time period from the Agreement Date until the earlier to occur of (a) the Closing or (b) the termination of this Agreement in accordance with the provisions of Article 11, Buyer covenants and agrees with Seller as follows:
Buyer Covenants. (a) Except as required by Law, Buyer covenants that it shall not nor shall it cause or permit any Group Company or any Affiliate of Buyer to (i) take any action on the Closing Date outside the ordinary course of business that is not otherwise specifically contemplated by this Agreement, (ii) make any Tax election (including any election under Section 338 of the Code) that would be effective for any Pre-Closing Tax Period or the portions of any Straddle Tax Periods ending on or before the Closing Date, (iii) except for Tax Returns filed in accordance with Section 6.01(a), amend, file, refile, revoke or otherwise modify (or cause to be amended, filed, refiled, revoked or otherwise modified) any Tax Return of the Group Companies relating to any Pre-Closing Tax Period or the portion of any Straddle Tax Periods ending on or before the Closing Date, (iv) file (or cause to be filed) a ruling request with any Taxing Authority that relates to the Taxes or Tax Returns of the Group Companies for any Pre-Closing Tax Period or the portion of any Straddle Tax Periods ending on or before the Closing Date, (v) initiate (or cause to be initiated) any voluntary disclosure or similar proceedings with any Taxing Authority regarding any Tax or Tax Return of the Group Companies for any Pre-Closing Tax Period of the portion of any Straddle Tax Periods ending on or before the Closing Date, or (vi) take any action (or cause to be taken any action) to extend the applicable statute of limitations with respect to any Tax Return of the Group Companies for a Pre-Closing Tax Period or any Straddle Tax Period, in each case, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed); provided that, notwithstanding anything to the contrary in this Agreement, if any action described in clauses (i) through (vi) above could result in any non-de minimis Liabilities to Seller and/or its Affiliates (including a non-de minimis indemnity obligation under Article IX) such Liabilities shall constitute a reasonable basis for the withholding of consent; provided, further, that Seller may withhold consent to any action described in clauses (i) through (vi) above arising out of or relating to the Combined Tax Position with respect to Pre-Closing Tax Periods or Straddle Tax Periods (except to the extent such action is taken in accordance with Section 6.01 or Section 6.05).
Buyer Covenants. Subject to applicable Law, from the date hereof until the Closing Date, except as expressly contemplated by the Transaction Documents or with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed), with respect to Buyer’s business, Buyer shall not and shall cause its Subsidiaries not to:
Buyer Covenants. Buyer covenants that it shall not cause or permit any Purchased Subsidiary or any Affiliate of Buyer (a) to take any action on the Closing Date other than in the ordinary course of business, including but not limited to the distribution of any dividend or the effectuation of any redemption or (b) make any election or take any action with respect to Taxes that could give rise to any Pre-Closing Tax Liability or reduce any asset of the Seller Group with respect to Taxes or give rise to any loss of the Seller or the Seller Group for a Pre-Closing Tax Period.
Buyer Covenants. The covenants and agreements contained in this Agreement that are to be performed on or prior to the Closing by Buyer shall have been duly performed by Buyer in all material respects.
Buyer Covenants. Buyer agrees that:
Buyer Covenants. At Closing, the Buyer shall be required to take the following actions:
