COVENANTS OF THE SELLER PARTIES Sample Clauses

COVENANTS OF THE SELLER PARTIES. Each of the Seller Parties jointly and severally covenants to each Series C Purchaser as follows:

COVENANTS OF THE SELLER PARTIES. Each of the Seller Parties covenants and agrees with the Purchaser that, at all times from and after the date hereof and until the Closing and, with respect to any covenant or agreement by its terms to be performed in whole or in part after the Closing, for the period specified herein or, if no period is specified herein, indefinitely, such Seller Party will comply with all the covenants and provisions contained in this Article VI that are applicable to it, except to the extent that the Purchaser may otherwise consent in writing.

COVENANTS OF THE SELLER PARTIES. Each of the Seller Parties covenants to each Series B-4 Purchaser as follows:

COVENANTS OF THE SELLER PARTIES. 5.1 Conduct of the Business. Between the date of this Agreement and the Closing Date: (a) The Seller shall conduct its Business in all material respects in the ordinary course and use commercially reasonable efforts to maintain the good will of all current business relationships. (b) The Seller shall use commercially reasonable efforts to preserve substantially intact its business organization and keep available the services of each of its present officers and employees. (c) The Seller shall not, without the prior written consent of the Buyer, amend its Charter Document or bylaws, if applicable, and shall not, without the prior written consent of the Buyer: (i) issue, sell or otherwise dispose of any of its capital stock, or create, sell or otherwise dispose of any options, rights, conversion rights or other agreements or commitments of any kind relating to the issuance, sale or disposition of any of its capital stock; (ii) reclassify, split up or otherwise change its capital stock; (iii) be party to any merger, consolidation or other business combination; or (iv) sell, lease, license or otherwise dispose of any of the Acquired Assets (including, but not limited to rights with respect to the Intellectual Property), except in the ordinary course of business; (d) The Seller shall not, without the prior written consent of the Parent: (i) declare, make or pay any dividends or other distributions, except for (x) distributions to the Shareholders in an amount equal to the good faith estimate of their aggregate tax liability for the period between January 1, 2000 and the Closing Date and (y) distributions of Excluded Assets; (ii) borrow any funds or otherwise become subject to, whether directly or by way of guarantee or otherwise, any indebtedness for borrowed money, except for borrowings in the ordinary course of business under the Seller's existing line of credit; (iii) acquire or dispose any of the Acquired Assets, other than Inventory in the ordinary course of business consistent with past practices; (iv) create any material Encumbrance on any of the Acquired Assets; (v) except in the ordinary course of business, increase in any manner the compensation of any partner, director or officer or increase in any manner the compensation of any class of employees; (vi) create or materially modify any bonus, deferred compensation, pension, profit sharing, retirement, insurance, stock purchase, stock option, or other fringe benefit plan, arrangement or practice or any ...

COVENANTS OF THE SELLER PARTIES. The Seller Parties hereby agree with Buyer as follows:

COVENANTS OF THE SELLER PARTIES. Except as expressly set forth in this Article 4 or otherwise consented to by the Purchaser, the Seller and the Founders covenant and agree with the Purchaser that, at all times from and after the date hereof until the earlier of (a) the Closing Date and (b) the termination of this Agreement, except otherwise stipulated in this Agreement, the Seller and the Founders will comply with all covenants and provisions of this Article 4. For the purposes of this Article 4, the parties understand and agree that under all circumstances where the Seller and the Founders covenant to cause the Group Companies to take, or refrain from taking a particular action, each of the Seller and the Founders agree to exercise all control and power over the Group Companies available to the Seller and the Founders (whether by virtue of office, directorship, shareholder status, contract or otherwise) in order to cause the Group Companies to take, or refrain from taking, the specified action, provided that neither the Seller nor the Founders shall be obligated to exercise any control or power not available to it.

COVENANTS OF THE SELLER PARTIES. 20 6.1 Regulatory and Other Approvals.................................................................20 6.2

COVENANTS OF THE SELLER PARTIES. 15 Section 5.1 Noncompetition; Nonsolicitation.............................15 Section 5.2 Confidentiality.............................................17 Section 5.3 Public Announcements........................................17 Section 5.4 Office Space/Lease..........................................17

COVENANTS OF THE SELLER PARTIES. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself (and not as to any other Seller Party), that: (a) Name Change, Jurisdiction of Organization, Corporate Structure, Offices and Records. Such Seller Party will not change its name, identity, jurisdiction of organization or corporate structure (within the meaning of Sections 9-503 and/or 9-507 of the UCC of all applicable jurisdictions) or relocate any office where Records are kept unless it shall have: (i) given the Agent at least 45 days’ prior written notice thereof and (ii) delivered to the Agent all financing statements, instruments and other documents requested by the Agent in connection with such change or relocation.