CERTAIN COVENANTS AND AGREEMENTS OF THE SELLER AND THE BUYER. 30 Section 6.1 Conduct of Business Prior to the Closing Date 30 Section 6.2 Commercially Reasonable Efforts 31 Section 6.3 Expenses and Fees 31 Section 6.4 Access to Information 32 Section 6.5 Exclusivity 33 Section 6.6 Public Announcements 33 Section 6.7 Tax Matters 34 Section 6.8 Buyer Employee Benefit Plans 37 Section 6.9 Payment of Contributions and Premiums 38 Section 6.10 Termination of Compensation and Benefit Plans 38 Section 6.11 Confidentiality 38 Section 6.12 Non-Solicitation and Non-Competition 39 Section 6.13 Update of Schedules 39 Section 6.14 Further Assurances; Cooperation 40 Section 6.15 Use of Names 40 Section 6.16 Directors’ and Officers’ Indemnification 40 Section 6.17 Buyer Employment Practices Liability Insurance 41 Section 6.18 D&O Insurance 41 Section 6.19 Landlords 41 Section 6.20 Intercompany Services 41 ARTICLE VII CONDITIONS 42 Section 7.1 Conditions to Each Party’s Obligations to Effect the Closing 42 Section 7.2 Conditions to Obligations of the Buyer 42 Section 7.3 Conditions to Obligations of the Seller 43 ARTICLE VIII INDEMNIFICATION 44 Section 8.1 Indemnification 44 Section 8.2 Assignment of Claims 50 Section 8.3 Treatment of Indemnification Payments 51 Section 8.4 Other Limitations on Liability 51 Section 8.5 Determination of Damages 51 Section 8.6 Exclusivity 51 ARTICLE IX DEFINITIONS 52 Section 9.1 Definitions 52 ARTICLE X MISCELLANEOUS 63 Section 10.1 Waiver 63 Section 10.2 Notices 63 Section 10.3 Governing Law; Arbitration; Jurisdiction; Waiver of Jury Trial 64 Section 10.4 Counterparts 65 Section 10.5 Headings 65 Section 10.6 Entire Agreement 65 Section 10.7 Amendment and Modification 65 Section 10.8 Binding Effect; Benefits 66 Section 10.9 Severability 66 Section 10.10 Assignability 66 Section 10.11 Interim Relief 66 Section 10.12 Interpretation 67 Section 10.13 Disclosure Generally 67 Section 10.14 Personal Liability 67 Section 10.15 Legal Representation 67 Seller Schedules
CERTAIN COVENANTS AND AGREEMENTS OF THE SELLER AND THE BUYER. Section 6.1 Conduct of Business Prior to the Closing Date. From the date of this Agreement until the Closing, the Company shall conduct, and the Seller shall cause the Company to conduct, its business in the Ordinary Course of Business, in compliance in all material respects with applicable Law, and in a manner not representing a new strategic direction for the Company and the Company shall use, and the Seller shall cause the Company to use, its commercially reasonable efforts to maintain satisfactory business relationships with its Top Suppliers, Top Customers and others having material business relationships with it in respect of its business. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, or with the prior written consent of the Buyer (not to be unreasonably withheld, conditioned or delayed) or as set forth in the corresponding subsections of Schedule 6.1 hereto, from the date hereof until the Closing Date, the Seller shall cause the Company to not:
CERTAIN COVENANTS AND AGREEMENTS OF THE SELLER AND THE BUYER. 17 5.1 Conduct of Business Prior to the Closing Date...... 17 5.2 Risk of Loss Prior to Closing Date................. 17 5.3 Employees.......................................... 17 5.4 Use of Names and Logos............................. 18 5.5 Collection of Seller Receivables................... 18 5.6
CERTAIN COVENANTS AND AGREEMENTS OF THE SELLER AND THE BUYER. 5.1 Conduct of Business Prior to the Closing Date. The Seller agrees that, between the date hereof and the Closing Date:
CERTAIN COVENANTS AND AGREEMENTS OF THE SELLER AND THE BUYER
