Preservation of the Company. 9.1 From and after the Completion, the Company hereby covenants and agrees that until the completion of the Liquidation (or, if at such time there is a claim pending against the Seller or an Indemnified Party regarding the Liquidation, any longer period thereafter during which such claim will be pending), the Company will not, and will not permit any of its subsidiaries to, merge into or consolidate or amalgamate with any other person, or permit any other person to merge into or consolidate or amalgamate with it, sell, transfer, lease or otherwise dispose of all or any part of its property or assets, or issue, sell, transfer or otherwise dispose of any equity interests of any of its subsidiaries, or assume any liabilities. Each of Moon and Moon Bidco hereby covenant and agree that they will not cause or permit the Company to take any action that would be prohibited by the preceding sentence.
Preservation of the Company. The Seller agrees that, during the period from the date hereof through the earlier of the Closing or the date of termination of this Agreement, except to the extent the Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), the Seller shall cause the Company to conduct its business in the ordinary course and, except as otherwise provided in this Section 5.1, consistent with past practice. In furtherance thereof, the Seller shall not (a) sell, transfer, hypothecate, assign or in any manner convey or impose any Lien of any kind on (i) the Seller Equity (other than the sale to the Purchaser contemplated under this Agreement) or (ii) any rights or assets under the LLC Agreement or the Master Agreement, or (b) otherwise knowingly take any action (or refrain from taking any action) that would reasonably be expected to give rise to a breach or default or termination right under the LLC Agreement, the Master Agreement or the Collaboration Agreement. Additionally, the Seller shall not cause or permit to the Company to, and shall cause the Company to not, (a) except for the Asset Distribution, sell, transfer, dispose, distribute, hypothecate, assign or in any manner convey or impose any Lien of any kind on any LLC Assets, including (i) the Trelegy Royalty, or (ii) any rights or assets under the Collaboration Agreement, (b) incur any indebtedness for borrowed money, (c) acquire ownership of any equity, partnership, membership, joint venture, or similar interest in, or any interest convertible into or exercisable for any such equity, partnership, membership, joint venture, or similar interest in, any Person, or (d) knowingly take any action (or refrain from taking any action) that would reasonably be expected to give rise to a breach, default or termination right under the Collaboration Agreement or the LLC Agreement. The Seller agrees to provide written notice to the Purchaser as promptly as practicable, and in any event prior to the Closing, of the Seller becoming aware of any breach or breach threatened in writing, termination or termination threatened in writing, any modification, amendment waiver, or proposed modification, amendment of waiver of, to or under the Collaboration Agreement, the Master Agreement or the LLC Agreement. To the extent any LLC Assets are distributed or otherwise paid out of the Company prior to the Closing, except as expressly contemplated by this Section 5.1 or except as is ded...
Preservation of the Company. (a) The Seller agrees that, during the period from the date hereof through the earlier of the Closing or the date of termination of this Agreement, except to the extent the Purchaser shall otherwise consent in writing, the Seller shall use its reasonable best efforts to cause the Company to conduct its business in the ordinary course.
