Interim Covenant Sample Clauses

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.
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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.
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Interim Covenant. For each Designated Quidel Contract, except as otherwise expressly permitted or required by this Section 2.5 or approved by Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx’x prior written consent; provided that Quidel shall not be required after the Effective Date to enter into any Contract that is not assignable to Xxxxxxx or an Affiliate of Xxxxxxx 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 ...
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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.
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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;
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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.
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Related to Interim Covenant

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Interim Operating Covenants Seller covenants to Purchaser that Seller will:

  • Reporting Covenant So long as any Guaranteed Obligations shall remain unsatisfied or any Lender shall have any Commitment, each Guarantor agrees that it shall furnish to the Administrative Agent such information respecting the operations, properties, business or condition (financial or otherwise) of such Guarantor or its Subsidiaries as the Administrative Agent, at the request of any Guaranteed Party, may from time to time reasonably request.

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Non-Compete Covenant For a period of 2 years after the effective date of this Agreement, NC will not directly or indirectly engage in any business that competes with ARS. This covenant shall apply to the geographical area that includes North America.

  • Continuing Covenants Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Non-Competition Covenant Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.

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