Interim Covenant Clause Samples
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Interim Covenant. Neither Seller nor Seller Parent will amend, modify or terminate or waive any provision set forth in the Merger Agreement, or otherwise take any action that would reasonably be expected to impede, interfere with, prevent, delay or limit the economic benefit to Purchaser of the transactions contemplated by this Agreement in the event that the Gener8 Closing occurs. Each of Seller and Seller Parent shall use its respective reasonable best efforts to cause Gener8 to comply with its obligations pursuant to Section 6.1 of the Merger Agreement. Neither Seller Parent nor Seller shall, without Purchaser’s prior written consent, waive any covenant or condition for its benefit under the Merger Agreement, to the extent such covenant or condition directly or indirectly relates to, or could reasonably be expected to affect the value of, any of the Vessels or Acquired Entities.
Interim Covenant. During the period from the date hereof until the Closing Date, Seller and Purchaser shall use their commercially reasonable efforts to cause the Company and its subsidiaries, except as required by applicable Law or with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), to conduct its and its subsidiaries’ businesses in the ordinary course consistent with past practice, and, to the extent consistent therewith, to preserve substantially intact its and its subsidiaries’ business organization, to keep available the services of its and its subsidiaries’ current officers and employees, to preserve its and its subsidiaries’ present relationship with customers, suppliers, distributors, licensors, licensees, and other persons having business relationship with it.
Interim Covenant an agreement by TFC to cause the Companies to operate in the ordinary course between the date on which the parties sign the Definitive Agreement and the Closing Date; and an agreement by First American and its affiliates to use its reasonable best efforts to refrain from using the pendency of the Transaction for any commercial advantage vis-à-vis TFC and its affiliates;
Interim Covenant. During the period prior to the Closing Date, Seller shall not, nor shall it permit any other Person to amend, vary, terminate, cancel, suspend, supplement or enter into, consent to any action under, waive or relinquish any rights under, or allow to expire or fail to fulfill the requirements of or suffer the suspension of, the Renova Shareholders’ Agreement or the BNDESPAR Renova Shareholders’ Agreement, except as expressly contemplated by this Agreement or with the prior written consent of Buyer. Until the Closing Date the Seller shall refrain from voting or approving (or causing its appointed directors to vote and approve) any deliberation regarding a dividend distribution or payment of interest on capital (juros sobre capital próprio) of Renova without the prior written consent of Buyer.
Interim Covenant. For each Designated Quidel Contract, except as otherwise expressly permitted or required by this Section 2.5 or approved by ▇▇▇▇▇▇▇ in writing in advance, during the period beginning on the Effective Date and ending on the assignment and transfer or termination of such Designated Quidel Contract, in each case as set forth in this Section 2.5, Quidel shall not (and shall cause its Affiliates not to): (i) assign or otherwise transfer such Designated Quidel Contract (or assign any of its rights or delegate any of its obligations thereunder) to any other Person, or agree to do the same; (ii) amend or modify, or, except in the Ordinary Course of Business, waive the performance of, such Designated Quidel Contract, or agree to do the same; (iii) terminate, seek or purport to terminate, consent or agree to the termination of such Designated Quidel Contract; (iv) renew or extend such Designated Quidel Contract, unless any such renewal or extension is timely requested by ▇▇▇▇▇▇▇ to be made; or (iv) take or fail to take any commercially reasonable action if doing so would result in termination of, or any acceleration or material change to the terms and conditions of, such Designated Quidel Contract, or would permit any other party to such Designated Quidel Contract to terminate or seek to terminate such Quidel Contract (in each case whether such termination is subject to notice, a cure period or any other conditions). During the period beginning on the Effective Date and ending on the Last Transition Date, Quidel shall not (and shall cause its Affiliates not to) enter into, or agree to enter into, any Contract that would be a Quidel Contract if such Contract was in effect as of the Effective Date (disregarding for purposes of such termination whether the applicable country or territory is an Active Territory), except with ▇▇▇▇▇▇▇’▇ prior written consent; provided that Quidel shall not be required after the Effective Date to enter into any Contract that is not assignable to ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ without the consent of, or that triggers any other right by, the counterparty thereof, other than Tender Contracts, for which Quidel shall not be required to enter into after the first anniversary of the Effective Date if it is not so assignable. For the avoidance of doubt, the termination or expiration of any Quidel Contract pursuant to its terms, without any material breach or default by Quidel or QCI hereunder, or failure by Quidel or QCI to enter into any new ...
Interim Covenant. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, the Company shall conduct its business in the usual, regular and ordinary course consistent with past practice.