Buyer Covenants Clause Samples

Buyer Covenants. Buyer covenants and agrees with Stockholder, Seller and the Company as follows:

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: (a) except as required by Law, amend its articles of incorporation or bylaws or equivalent organizational documents in a manner that would adversely affect the consummation of the transactions contemplated by this Agreement or the issuance of the Stock Consideration; (b) adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation or dissolution of Buyer, or enter into any agreement or understanding that requires Buyer or any Buyer Subsidiary to abandon or terminate this Agreement or the transactions contemplated herein, or that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; or (c) agree or commit to do any of the foregoing.

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 the distribution of any dividend or the effectuation of any redemption that could give rise to any Tax liability or reduce any Tax Asset of Seller or a Seller Group or give rise to any loss of the Seller or a Seller Group under this Agreement, (b) to make any election or deemed election under Section 338(g) of the Code or any comparable provision under Applicable Law with respect to any Purchased Subsidiary in connection with the purchases under this Agreement (other than the election described in Section 8.04) or (c) to make or change any Tax election, amend any Tax Return or take any Tax position on any Tax Return, take any action or enter into any transaction, merger or restructuring that results in any increased Tax liability or reduction of Tax Asset of the Seller or a Seller Group, including, for the avoidance of doubt, changing the Taxable period of any Purchased Foreign Subsidiary for any Tax year for foreign tax reporting purposes that includes the Closing Date. Without limiting the foregoing, with respect to any Purchased Foreign Subsidiary, for the period after Closing and through the close of each such Purchased Foreign Subsidiary’s taxable year (as defined in the Code), the Buyer and its Affiliates shall not cause or permit such Purchased Foreign Subsidiaries to engage in (or to be treated, for U.S. federal income tax purposes, as engaging in) the following prohibited transactions: (i) Declare or pay a dividend or return of capital or otherwise make a distribution with respect to capital stock; (ii) Make or cause to be made any investment in U.S. property within the meaning of Section 956 of the Code; or (iii) Conduct business outside the ordinary course or engage in any transaction outside the ordinary course (in either case based upon the Purchased Foreign Subsidiary’s historic activities) if such business or activities are reasonably likely to generate earnings and profits of the Purchased Foreign Subsidiary (as determined under the Code) that is taxed at a rate materially lower than the statutory rate applicable to the Purchased Foreign Subsidiary in the applicable jurisdiction, or would otherwise adversely impact, the amount of the Seller or a Seller Group’s associated deemed-paid foreign taxes within the meaning of Section 902 of the Code t...

Buyer Covenants. Buyer covenants and agrees that, pending the Closing --------------- and except as otherwise agreed to in writing by Seller:

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. (i) Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange financing as promptly as reasonably practicable on terms and conditions no less favorable to Buyer than those described in the Debt Commitment Letter (the “Debt Financing”), including using its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions set forth therein and (ii) satisfy all conditions applicable to Buyer in such definitive agreements that are reasonably within its control. (ii) Buyer shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the Company’s prior written consent if such amendment, modification or waiver would reasonably be expected to (A) reduce the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Debt Commitment Letter on the date hereof, other than through the exercise of any “market flex” provisions contained or referenced in the Debt Commitment Letter) to a level that would be insufficient to refinance the outstanding debt of the Buyer required in connection with the Merger or as otherwise contemplated by this Agreement and the fees and expenses in connection therewith, (B) impose any new or additional material conditions precedent to the Debt Financing, (C) adversely impact the conditionality, enforceability or availability of the Debt Financing in any material way or (D) prevent, impair or delay in any material way the consummation of the Debt Financing; provided, however, that Buyer may amend or restate the Debt Commitment Letter to (1) add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Debt Commitment Letter as of the date hereof (2) implement or exercise any “market flex” provisions contained or referenced in the Debt Commitment Letter as of the date hereof and (3) otherwise amend, modify or restate the Debt Commitment Letter in any manner not inconsistent with this sentence. Buyer shall promptly deliver to the Company copies of any such amendment, modification or waiver. (iii) Buyer shall provide the Company with prompt written notice (and, in any event, within two business days) of ...

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 covenants that it shall not, and shall not cause or permit, Newco, the Company, the Sold Subsidiaries, or any other Affiliate of Buyer, in each case without the prior written consent of Seller, (i) to make any election in respect of the Company, Newco or the Sold Subsidiaries pursuant to Treasury Regulation Section 301.7701-3 that is effective on or before the Closing Date, (ii) to take any action that would have a retroactive effect with respect to Taxes for any Pre-Closing Tax Period or would increase any Tax liability, or reduce any Tax asset, of the Seller Group, or (iii) to amend or refile any Tax Return with respect to a Pre-Closing Tax Period.

Buyer Covenants. Buyer and Merger Sub shall have performed and complied in all material respects with the covenants and obligations under this Agreement required to be performed or complied with by them prior to the Closing.