Interim Covenants Clause Samples
The Interim Covenants clause sets out specific obligations and restrictions that parties must adhere to during the period between signing a contract and its final closing. Typically, these covenants require the seller to operate the business in the ordinary course, refrain from making significant changes, or avoid taking on new liabilities without the buyer’s consent. By imposing these interim requirements, the clause ensures that the business remains stable and substantially unchanged, protecting the buyer from adverse developments before the transaction is completed.
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Interim Covenants. Each of Bullion and Eurasian covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required by applicable Law or by any Governmental Authority having jurisdiction; (ii) with respect to matters qualified by the correspondingly numbered section of the Bullion Disclosure Letter or the Eurasian Disclosure Letter, as applicable; (iii) as shall otherwise be agreed to in writing by the parties hereto; or (iv) as otherwise expressly contemplated or permitted by this Agreement, it will, and will cause each of its Subsidiaries to:
(a) operate its business in the ordinary course consistent with past practice;
(b) comply with all requirements which applicable Law may impose on it or its Subsidiaries with respect to the Merger;
(c) promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and (iii) of any material breach by it of any covenant or agreement contained in this Agreement;
(d) use reasonable best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it or its Subsidiaries to consummate the transactions contemplated hereby;
(e) cause the current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(f) incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice or with the prior written consent of the other party;
(g) not alter its authorized capital, or issue (other than on exercise of presently outstanding conv...
Interim Covenants. During the period between the date of this Agreement and the Closing Date, other than (i) as expressly contemplated by this Agreement, (ii) as set forth in Schedule 6.5 or (iii) as consented to in writing by Buyer:
(a) the Sellers shall (i) cause the Company to (A) be operated in the ordinary course consistent with past practices, (B) maintain and preserve intact its current business organization and use commercially reasonable efforts to keep available the service of the current employees of the Company, (C) use commercially reasonable efforts to maintain and preserve intact its current relationships with its Clients and other Persons with which the Company has material business relationships, (D) comply in all material respects with all applicable Laws and Contracts, (E) maintain in full force and effect all insurance policies in effect on the date hereof, and (ii) not transfer, sell or assign, or permit to be subject to any Encumbrance any of the Purchased Interests; and
(b) without limiting the generality of the foregoing, the Sellers shall not, and shall cause the Company not to:
(i) amend its Organizational Documents;
(ii) purchase or redeem or otherwise acquire any interests in the Company, or make any distribution to its members or with respect to its membership interests other than distributions of cash and other assets of the Company in excess of the Targeted Net Working Capital;
(iii) acquire any business or Person, by merger or consolidation, purchase of substantial assets or equity interests or otherwise;
(iv) enter into any limited liability company agreement, joint venture, partnership, strategic alliance, stockholders’ agreement, co-marketing, co-promotion, joint development or similar arrangement;
(v) pay, discharge, settle or satisfy any claims, liabilities or obligations in excess of $50,000 individually or $100,000 in the aggregate, except in the ordinary course of business consistent in nature and amount with past practice;
(vi) sell, transfer, assign, convey, lease, license, mortgage, pledge or otherwise subject to any Encumbrance any of its material properties or assets, tangible or intangible, except in the ordinary course of business consistent in nature and amount with past practices;
(vii) incur, assume or guarantee (including by way of any agreement to “keep well” or of any similar arrangement) any Indebtedness in excess of $100,000 or amended the terms relating to any Indebtedness in excess of $100,000;
(viii) change any accoun...
Interim Covenants. During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholder each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consent in writing) that:
Interim Covenants. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing Date, the Company and its Affiliate shall conduct its business in the usual, regular and ordinary course of business consistent with past practice.
Interim Covenants. Each of Company, Parent, and ▇▇▇▇▇▇ Sub agree that from the date hereof until completion of the Merger or termination of this Agreement it will:
(a) Comply with all requirements which applicable law may impose on it with respect to the Merger.
(b) Use commercially reasonable efforts to obtain any waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it to consummate the transactions contemplated hereby.
(c) Company, Parent, and Merger Sub shall take all such steps and may reasonably be required to cause the transactions contemplated by Article II and any other disposition of Company equity securities (including derivative securities) or acquisitions of Parent equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of Company, or (ii) at the Effective Time, is or will become a director of Parent, to be exempt under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.
(d) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and assist the other parties hereto in such other ways to the extent practicable to implement the Merger on the terms set forth herein.
Interim Covenants. 5.1 From the date of this Agreement until the earlier of (i) the Closing Date, and
Interim Covenants. (a) Each of Post Entities and Denver Publishing covenants and agrees that from the date hereof to and including the Effective Date it shall, with respect to its Newspaper, continue to carry on its business in the ordinary course. The LLC hereby covenants and agrees that from the date hereof to and including the Effective Date, it shall carry on its business in the ordinary course consistent with the course of conduct heretofore and hereafter by Denver Post with respect to its Newspaper. From the date hereof to and including the Effective Date, neither the Post Entities nor Denver Publishing, with respect to its Newspaper, or the LLC with respect to its business will:
(i) engage in any transaction materially affecting it, its assets or Liabilities, except in the normal and ordinary course of that entity's business;
(ii) fail to use reasonable efforts to prevent any event or transaction from occurring which materially adversely affects that entity's business, operations, assets, Liabilities, financial condition or future prospects;
(iii) fail to use reasonable efforts to preserve intact its present organization, keep available the services of its employees, preserve its relationships with customers, suppliers and others having business dealings with it, to the end that its goodwill and ongoing business will not be materially impaired prior to the Closing;
(iv) sell, lease, transfer or agree to sell, lease or transfer any material asset of its Newspaper or relating to a Newspaper, except in the ordinary course of business;
(v) adopt or modify any pension, profit-sharing or other compensation plan (except as required by law or except for changes which would not affect the level of benefits) or enter into any contract of employment or permit any increases or changes in the compensation of employees of its Newspaper (including bonuses), except in accordance with past practices and in the ordinary course, or except as a result of collective bargaining heretofore or hereafter undertaken in the ordinary course, except to the extent required by law and except for retention arrangements made with employees of its Newspaper as a result of or in connection with the transactions contemplated by this Agreement;
(vi) enter into or amend any material contract or commitment, waive any material right or enter into any other material transaction, other than in the ordinary course; or
(vii) enter into any agreement to take any actions specified in this Section 6.5.
(b) Each pa...
Interim Covenants. From the date hereof and up to and including the Closing Date, except as otherwise expressly provided herein and subject to Section 5.3, each Seller (a) shall, and, to the extent applicable, shall cause CPAM to, (i) conduct CPAM's business in the ordinary course of business consistent with current practice and (ii) duly comply in all material respects with all Laws applicable to CPAM and (b) shall not (and, to the extent applicable, shall not cause or permit CPAM to):
(i) issue, sell, pledge, or dispose of, or encumber any of the Purchased Securities or agree to issue, sell, pledge, or dispose of, any additional membership interests or other equity interests of CPAM, or any securities convertible into or exchangeable for, or any options, warrants, or rights of any kind to acquire, any membership interests or other equity interests of CPAM, whether pursuant to any rights agreement, stock or equity plan or otherwise;
(ii) except as required to comply with applicable Law, take any action to institute or modify any material compensation arrangement, benefit plans or new severance or termination pay practices with respect to any directors, managers officers or employees of CPAM, or to increase the benefits payable under its compensation, benefit, severance or termination pay practices or otherwise with respect to such individuals;
(iii) compromise, settle or otherwise adjust any claim or Litigation involving CPAM;
(iv) sell, assign or transfer any of CPAM’s assets;
(v) subject any of CPAM's rights under the CPAM CLO Documents including, without limitation, the right to receive fees and the reimbursement of expenses under the CPAM Collateral Management Agreements, to any Encumbrance, other than Permitted Encumbrances;
(vi) enter into, terminate, amend or modify any CPAM CLO Document or exercise any rights relating to the early termination of a "Reinvestment Period" (as defined in the applicable CPAM CLO Document) or otherwise limit the rights and duties of the collateral manager thereunder;
(vii) amend the Charter Documents of CPAM, merge or consolidate CPAM with or into another Person, cause or permit CPAM to enter into a joint venture or partnership agreement with another Person or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of CPAM;
(viii) enter into any Contract that provides for a payment of more than $10,000 and which is not terminable by CPAM on 30 days or less notice;...
Interim Covenants. Except as otherwise contemplated by this Agreement, including the consummation of the transactions contemplated under the APA, between the Effective Date and the Closing Date, unless NovaQuest shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), Dermavant shall conduct its operations in a manner that will not materially impair its ability to perform its obligations under this Agreement. Except as otherwise contemplated by this Agreement or as set forth in Schedule 8.5, between the Effective Date and the Closing Date, without the prior consent of NovaQuest (which consent shall not be unreasonably withheld, conditioned or delayed), Dermavant shall not sell, transfer, license, encumber or otherwise dispose of any assets or rights purchased under the APA or any interest therein.
Interim Covenants. For the period commencing as of the date hereof and ending as of the Closing or the earlier termination of this Agreement, the Transferor shall (i) operate the Biodiesel Business of the Transferor in the ordinary course; (ii) use all reasonable efforts to ensure that its representations and warranties are true and correct in all material respects at and as of the Closing; and (iii) use all reasonable efforts to satisfy the Corporation’s conditions to closing applicable to the Transferor.