Covenant of the Buyer. During the period from the date of this Agreement and continuing until the Effective Time, the Buyer shall not, and shall not permit any of its subsidiaries to, take any action that is intended or which reasonably can be expected to result in any of its representations and warranties set forth in this Agreement being untrue in any material respect, or in any of the conditions to the Merger or other transactions contemplated in this Agreement as set forth in Article VIII not being satisfied in any material respect, or in a material violation of any provision of this Agreement or the Stock Option Agreement, except, in every case, as may be required by applicable law.
Covenant of the Buyer. Companies Prior to the Closing Date. Each of the Buyer Companies hereby agrees and covenants that during the period of time after the date of the Agreement and prior to the Closing Date, it shall, in respect of the contributions, purchases, sales and transfers to be effected hereunder at the Closing Date, take, or cause to be taken, to the extent not already taken, all necessary corporate limited partnership or limited liability company action, steps and proceedings to approve or authorize validly and effectively the contributions, purchases, sales and transfers, and the execution, delivery and performance of this Agreement and any other agreements and documents contemplated hereby.
Covenant of the Buyer. In addition to its other agreements and covenants herein, the Buyer agrees to promptly take all action as may from time to time be required (including complying with all applicable notification, filing reporting and waiting period requirements under HSR or otherwise, and cooperating fully with the Company in preparing any applications and notices and providing such information to any regulatory authority as it may require) in order to permit the Company to duly and effectively issue the Shares upon the exercise by the Buyer of the Top-Up Option pursuant hereto.
Covenant of the Buyer. (1) The Buyer understands that pursuant to this Agreement it has received confidential and proprietary information of the Company and its affiliates that is not related to the Business, including, without limitation, customer lists and other trade secrets. Neither the Company nor any of its officers, directors, shareholders, employees, agents or contractors who received or learned of such confidential and proprietary information shall at any time, either before or after the Closing Date, disclose to any third party any such confidential or proprietary information of the Company and its affiliates or make use of any of such information except in evaluating whether to enter into this Agreement or unless such information is made public by a source other than the Company or such disclosure is required by law or regulation or court or administrative order. In connection with such evaluation, the Buyer may disclose such proprietary information to its legal and financial consultants on a need to know basis on the condition that those consultants are similarly prohibited from further disclosing such information as provided herein.
Covenant of the Buyer. The Buyer covenants and agrees that the Buyer shall give prompt notice to the Sellers of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, agreement or condition to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.
Covenant of the Buyer. The Buyer covenants to take all reasonable steps to facilitate the delivery of all of the certification documents, instruments and other items set out in subsection 6.1(e).
Covenant of the Buyer. The Buyer covenants and agrees with the Seller that after the Closing, Buyer will permit Seller and his representatives, at such reasonable times as Seller may request, to inspect and make extracts from any books and records turned over by Seller to Buyer at the Closing for the purpose of preparing any tax returns, complying with other governmental requirements, or any other valid purpose.
Covenant of the Buyer. Within thirty (30) days following the Closing, Buyer will cease using any CNL-branded marks located at the Property.
