ADDITIONAL SPINCO COVENANTS Clause Samples

ADDITIONAL SPINCO COVENANTS. Notwithstanding anything else to the contrary contained in this Agreement or any other agreement, Spinco (on behalf of itself and all other members of the Spinco Group) hereby confirms and agrees that (i) neither Spinco nor any member of the Spinco Group will, directly or indirectly, pre-pay, pay down, redeem, retire or otherwise acquire, however effected, any of the Senior Notes or the Tranche B Term Loan prior to its stated maturity, (ii) neither Spinco nor any member of the Spinco Group will take or permit to be taken any action at any time, including, without limitation, any modification to the terms of any of the Senior Notes or the Tranche B Term Loan, that could jeopardize, directly or indirectly, the qualification, in whole or in part, of any of the Senior Notes or the Tranche B Term Loan as “securities” within the meaning of Section 361(a) of the Code, (iii) no issuance of stock by Spinco, any member of the Spinco Group, or any Affiliates thereof and no change in the stock ownership of any such entities will occur that could cause Section 355(d) or Section 355(e) of the Code to apply to the Distribution, and (iv) neither Spinco nor any member of the Spinco Group will take or permit to be taken any action at any time that could jeopardize, directly or indirectly, any of the conclusions contained in the Ruling or the Tax Opinion. Notwithstanding the foregoing, Spinco or a member of the Spinco Group may take or permit to be taken any of the actions described in this Section 3.03, subject to, and without limiting or modifying, Spinco’s continuing indemnification obligation under Section 4.01(b), if (x) failure to take such action would violate the Credit Agreement, the Indenture or any of the documents entered into in connection therewith (each as executed as of the Distribution Date), (y) Spinco obtains the written consent of Verizon (which consent may be given or withheld in Verizon’s sole discretion) or (z) Spinco obtains a supplemental ruling from the Internal Revenue Service or an opinion of a nationally recognized law firm, in form and substance reasonably satisfactory to Verizon, that the taking of such action will not adversely affect, directly or indirectly, any of the conclusions contained in the Ruling or the Tax Opinion.
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ADDITIONAL SPINCO COVENANTS. 63 ARTICLE 9 TERM, TERMINATION, AMENDMENT AND WAIVER.............................................. 68 ARTICLE 10 GENERAL PROVISIONS................................................................................................... 72 Schedules: BETWEEN:
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ADDITIONAL SPINCO COVENANTS 
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Related to ADDITIONAL SPINCO COVENANTS

  • Parent Covenants Except as otherwise provided below, during the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article 9, Parent covenants and agrees with the Company as follows:

  • Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

  • Joint Covenants Buyer and Seller hereby covenant and agree as follows:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • SURVIVING COVENANTS The parties agree that the covenants contained in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ 12.2 and Section 13 of this Agreement shall survive the expiration or termination of this Agreement.