Actions Pending Closing. Each of Syscan and the Syscan Sole Shareholder covenants and agrees that, during the period from the date of this Agreement until the Closing Date, Syscan shall, other than as contemplated by this Agreement or for the purposes of effecting the Exchange and Closing pursuant to this Agreement or other than to the extent no Material Adverse Effect on Syscan would be incurred, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of BankEngine: (a) shall not amend its Articles of Incorporation or Bylaws; (b) shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employees; (c) shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity; (d) shall not sell, transfer, or otherwise dispose of any material assets required for the operations of Syscan's business except in the ordinary course of business consistent with past practices; (e) shall not create, incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, as provided in the schedules attached hereto or as pursuant to the terms of this Agreement, or create or suffer to exist any mortgage, lien or other encumbrance on any of its material assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided by BankEngine and/or any of its affiliates; (f) shall not make any material capital expenditure or series of capital expenditures except in the ordinary course of business; (g) shall not declare or pay any dividends on or make any distribution of any kind with respect to the Syscan Shares; (h) shall notify BankEngine promptly in the event of any material loss or damage to any of Syscan's material assets; (i) shall pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the date of this Agreement; (j) shall seek to preserve the present material employees, reputation and business organization of Syscan and Syscan's relationship with its significant clients and others having business dealings with it; (k) shall not issue any additional shares of Syscan capital stock or take any action affecting the capitalization of Syscan or the Fully-Diluted Syscan Shares; (l) shall use commercially reasonable efforts to comply with and not be in default or violation under any known law, regulation, decree or order applicable to Syscan's business, operations or assets where such violation would have a Material Adverse Effect on Syscan; (m) shall not grant any severance or termination pay to any director, officer or any other employees of Syscan, other than pursuant to agreements in effect on the date of this Agreement or as otherwise disclosed in the documents delivered pursuant to this Agreement; (n) shall not change any of the accounting principles or practices used by it, except as may be required as a result of a change in law or in GAAP, whether in respect of Taxes or otherwise; (o) shall not terminate or waive any material right of substantial value other than in the ordinary course of business; and (p) shall not enter into any material contract or commitment other than in the ordinary course of business.
Appears in 1 contract
Actions Pending Closing. Each of Syscan BankEngine and the Syscan Sole Shareholder BankEngine Principal Stockholder each covenants and agrees that, during the period from the date of this Agreement until the Closing Date, Syscan BankEngine shall, other than as contemplated by this Agreement or for the purposes of effecting the Exchange and Closing pursuant to this Agreement or other than to the extent no Material Adverse Effect on Syscan would be incurred, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of BankEngineSyscan:
(ai) shall not amend its Articles Certificate of Incorporation or Bylaws;
(bii) shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employees;
(ciii) shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;
(d) shall not sell, transfer, or otherwise dispose of any material assets required for the operations of Syscan's business except in the ordinary course of business consistent with past practices;
(eiv) shall not create, incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, as provided in the schedules attached hereto or as pursuant to the terms of this Agreement, or create or suffer to exist any mortgage, lien or other encumbrance on any of its material assetsborrowed, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided by BankEngine Syscan and/or any of its affiliates;
(fv) shall not make any material capital expenditure or series of capital expenditures except in the ordinary course of business;
(gvi) shall not declare or pay any dividends on or make any distribution of any kind with respect to the Syscan Sharesshares of capital stock of BankEngine;
(h) shall notify BankEngine promptly in the event of any material loss or damage to any of Syscan's material assets;
(ivii) shall pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the date of this Agreement;
(jviii) shall seek to preserve the present material employees, reputation and business organization of Syscan BankEngine and SyscanBankEngine's relationship with its significant clients and others having business dealings with it;
(kix) shall not issue any additional BankEngine shares of Syscan capital stock or take any action affecting the capitalization of Syscan or the Fully-Diluted Syscan SharesBankEngine;
(lx) shall use commercially reasonable efforts to comply with and not be in default or violation under any known law, regulation, decree or order applicable to SyscanBankEngine's business, business or operations or assets where such violation would have a Material Adverse Effect on SyscanEffect;
(mxi) shall not grant any severance or termination pay to any director, officer or any other employees of SyscanBankEngine, other than pursuant to agreements in effect on the date of this Agreement or as otherwise disclosed in the documents delivered pursuant to this Agreement;
(nxii) shall not change any of the accounting principles or practices used by it, except as may be required as a result of a change in law or in GAAP, whether in respect of Taxes or otherwise;
(oxiii) shall not terminate or waive any material right of substantial value other than in the ordinary course of business; and
(pxiv) shall not enter into any material contract or commitment other than in the ordinary course of business.
Appears in 1 contract
Actions Pending Closing. Each of Syscan and the Syscan Sole Shareholder covenants and agrees that, during the period from the date of this Agreement until the Closing Date, Syscan shall, other than Except as otherwise contemplated by this ----------------------- Agreement or for and as Buyer may otherwise consent, pending the purposes of effecting the Exchange and Closing pursuant to this Agreement or other than to the extent no Material Adverse Effect on Syscan would be incurred, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of BankEngineClosing:
(a) Seller and each Subsidiary shall not amend its Articles of Incorporation or Bylawsconduct and carry on the Rail Business in the ordinary course consistent with past practice;
(b) Seller and each Subsidiary shall not pay or agree use reasonable efforts to pay to any employee, officer or director compensation that is in excess preserve the Subject Assets and the relationships of the current compensation level of such employeeRail Business with employees, officer or director other than salary increases or payments made in customers, suppliers and others having business relationships with the ordinary course of business or as otherwise provided in any contracts or agreements with any such employeesRail Business;
(c) Neither Seller nor any Subsidiary shall not merge sell, lease, mortgage, pledge or consolidate with any other entity or otherwise acquire or agree to acquire any other entity;
(d) shall not sell, transfer, or otherwise dispose of any material amount of assets required for or properties used in connection with the operations of Syscan's business except in the ordinary course of business consistent with past practices;
(e) shall not create, incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, as provided in the schedules attached hereto or as pursuant to the terms of this Agreement, or create or suffer to exist any mortgage, lien or other encumbrance on any of its material assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided by BankEngine and/or any of its affiliates;
(f) shall not make any material capital expenditure or series of capital expenditures Rail Business except in the ordinary course of business;
(gd) Except as may be required by the Significant Contracts listed on Schedule 3.11 and except for increases or changes in the ordinary course of business consistent with past practice, neither Seller nor any subsidiary shall not declare increase or pay otherwise change the rate or nature of the compensation (including, without limitation, wages, salaries, bonuses and other benefits) paid or payable to any dividends on employee of the Rail Business;
(e) Neither Seller nor any Subsidiary shall enter into, or make become obligated under, any distribution of any kind contract, agreement, commitment, arrangement or plan with respect to the Syscan Shares;
(h) shall notify BankEngine promptly Rail Business except in the event ordinary course of any material loss business or damage to any of Syscan's material assets;
(i) shall pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the date of contemplated by this Agreement;
(jf) Except for changes occurring through performance in the ordinary course of business, neither Seller nor any Subsidiary shall seek to preserve change, amend, terminate or otherwise modify any of the present material employees, reputation and business organization of Syscan and Syscan's relationship with its significant clients and others having business dealings with itSignificant Contracts listed in Schedule 3.11;
(kg) shall not issue any additional shares of Syscan capital stock or take any action affecting the capitalization of Syscan or the Fully-Diluted Syscan Shares;
(l) Seller and each Subsidiary shall use commercially reasonable efforts to comply with maintain in full force and not be in default or violation under any known laweffect policies of insurance of the same type, regulation, decree or order applicable character and coverage as the policies of insurance relating to Syscan's business, operations or assets where such violation would have a Material Adverse Effect on Syscan;
(m) shall not grant any severance or termination pay to any director, officer or any other employees of Syscan, other than pursuant to agreements the Rail Business in effect on the date of this Agreement or as otherwise disclosed in and shall give Buyer prompt written notice of any and all changes that may occur between the documents delivered pursuant date hereof and the Closing Date with respect to this Agreement;
(n) the insurance coverages thereunder, provided that Seller shall not change be obligated to maintain any of insurance with respect to the accounting principles Subject Assets or practices used by it, except as may be required as a result of a change in law or in GAAP, whether in respect of Taxes or otherwise;
(o) shall not terminate or waive any material right of substantial value other than in the ordinary course of businessRail Business after the Closing; and
(ph) Seller shall not enter into any material contract or commitment other than in use reasonable efforts and take available measures to repair the ordinary course damage to the production facility of businessPortec Canada caused by the October 1997 fire and to return such facility as soon as reasonably practicable to its pre-fire condition and capacity for pre-fire production levels.
Appears in 1 contract
Actions Pending Closing. Each of Syscan (a) During the Study Period and the Syscan Sole Shareholder prior to Closing, Seller undertakes and hereby covenants and agrees that, during as follows:
(i) It will not enter into or modify any lease or any of the period from the date of this Agreement until the Closing Date, Syscan shall, other than Contracts (as contemplated by this Agreement or for the purposes of effecting the Exchange and Closing pursuant to this Agreement or other than defined herein) with respect to the extent no Material Adverse Effect on Syscan would be incurredProperties, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewithor make any commitment or enter into any contract, without the prior written consent of BankEngine:
(a) shall not amend its Articles of Incorporation Purchaser, except for those leases, commitments or Bylaws;
(b) shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made Contracts which are entered into in the ordinary course of business and for a duration of one (1) year or as otherwise provided in any contracts or agreements less and which, except with any such employeesrespect to resident leases, can be terminated with thirty (30) days' notice;
(cii) shall not merge Seller will maintain the Real Property and the Personal Property in substantially their present condition, except for ordinary wear and tear, damage or consolidate with any casualty as set forth in Paragraph 12 hereinbelow, and the use and consumption of inventory and other entity or acquire or agree to acquire any other entityitems of Personal Property at customary levels;
(diii) shall Seller will not sell, transfersell or dispose of, or otherwise dispose cause to be sold or disposed of, all or any portion of any material assets required for the operations of Syscan's business except in Real Property or the ordinary course of business consistent with past practices;
(e) shall not create, incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, as provided in the schedules attached hereto or as pursuant to the terms of this Agreement, or create or suffer to exist any mortgage, lien or Personal Property other encumbrance on any of its material assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided by BankEngine and/or any of its affiliates;
(f) shall not make any material capital expenditure or series of capital expenditures except than in the ordinary course of business;
(giv) Immediately after the execution of this Agreement by all parties, Seller shall not declare or pay any dividends cooperate reasonably with Purchaser to obtain consents of governmental officials and others regarding acquisition by Purchaser of necessary licenses and permits, and the approvals of MHFA and HUD, and Seller shall have the right to have a representative present at all meetings and on or make any distribution all substantive telephone calls with such governmental officials and representatives of any kind with respect to the Syscan SharesMHFA, HUD and EOEA;
(hv) Seller shall notify BankEngine promptly in conduct its business pending the event of any material loss or damage to any of Syscan's material assets;
(i) shall pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the date of this Agreement;
(j) shall seek to preserve the present material employees, reputation and business organization of Syscan and Syscan's relationship with its significant clients and others having business dealings with it;
(k) shall not issue any additional shares of Syscan capital stock or take any action affecting the capitalization of Syscan or the Fully-Diluted Syscan Shares;
(l) shall use commercially reasonable efforts to comply with and not be in default or violation under any known law, regulation, decree or order applicable to Syscan's business, operations or assets where such violation would have a Material Adverse Effect on Syscan;
(m) shall not grant any severance or termination pay to any director, officer or any other employees of Syscan, other than pursuant to agreements in effect on the date of this Agreement or as otherwise disclosed in the documents delivered pursuant to this Agreement;
(n) shall not change any of the accounting principles or practices used by it, except as may be required as a result of a change in law or in GAAP, whether in respect of Taxes or otherwise;
(o) shall not terminate or waive any material right of substantial value other than Closing only in the ordinary and usual course of businessbusiness consistent with past practice; and
(pvi) shall not No Seller will enter into a purchase and sale agreement for the sale of any material contract or commitment other than in of the ordinary course Properties during the pendency of businessthis Agreement; provided, however, that Seller may discuss the potential sale of any of the Properties with third parties.
Appears in 1 contract
Actions Pending Closing. Each of Syscan and the Syscan Sole Shareholder covenants and agrees that, during the period from the date of this Agreement until the Closing Date, Syscan shall, other than Except as otherwise contemplated by this ----------------------- Agreement or for and as Buyer may otherwise consent, pending the purposes of effecting the Exchange and Closing pursuant to this Agreement or other than to the extent no Material Adverse Effect on Syscan would be incurred, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of BankEngineClosing:
(a) Seller shall not amend its Articles conduct and carry on the business of Incorporation or Bylawsthe Division in the ordinary course consistent with past practice;
(b) Seller shall not pay or agree use reasonable efforts to pay to any employeepreserve the Subject Assets and the Division's relationships with employees, officer or director compensation that is in excess of customers, suppliers and others having business relationships with the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employeesDivision;
(c) shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;
(d) Seller shall not sell, transferlease, mortgage, pledge or otherwise acquire or dispose of any material amount of assets required for or properties used in connection with the operations of Syscan's business except in the ordinary course of business consistent with past practices;
(e) shall not create, incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, as provided in the schedules attached hereto or as pursuant to the terms of this Agreement, or create or suffer to exist any mortgage, lien or other encumbrance on any of its material assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided by BankEngine and/or any of its affiliates;
(f) shall not make any material capital expenditure or series of capital expenditures Division except in the ordinary course of business;
(gd) Except as may be required by the Significant Contracts listed on Schedule 3.10 and except for increases or changes in the ordinary course of business consistent with past practice, Seller shall not declare increase or pay otherwise change the rate or nature of the compensation (including, without limitation, wages, salaries, bonuses and other benefits) paid or payable to any dividends on employee of the Division;
(e) Seller shall not enter into, or make become obligated under, any distribution of any kind contract, agreement, commitment, arrangement or plan with respect to the Syscan Shares;
(h) shall notify BankEngine promptly Division except in the event ordinary course of any material loss business or damage to any of Syscan's material assets;
(i) shall pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the date of contemplated by this Agreement;
(jf) Except for changes occurring through performance in the ordinary course of business, Seller shall seek to preserve not change, amend, terminate or otherwise modify any of the present material employees, reputation and business organization of Syscan and Syscan's relationship with its significant clients and others having business dealings with it;Significant Contracts listed in Schedule 3.10; and
(kg) shall not issue any additional shares of Syscan capital stock or take any action affecting the capitalization of Syscan or the Fully-Diluted Syscan Shares;
(l) Seller shall use commercially reasonable efforts to comply with maintain in full force and not be in default or violation under any known laweffect policies of insurance of the same type, regulation, decree or order applicable character and coverage as the policies of insurance relating to Syscan's business, operations or assets where such violation would have a Material Adverse Effect on Syscan;
(m) shall not grant any severance or termination pay to any director, officer or any other employees of Syscan, other than pursuant to agreements the Division in effect on the date of this Agreement or as otherwise disclosed in and shall give Buyer prompt written notice of any and all changes that may occur between the documents delivered pursuant date hereof and the Closing Date with respect to this Agreement;
(n) the insurance coverages thereunder, provided that Seller shall not change be obligated to maintain any of insurance with respect to the accounting principles Subject Assets or practices used by it, except as may be required as a result of a change in law or in GAAP, whether in respect of Taxes or otherwise;
(o) shall not terminate or waive any material right of substantial value other than in the ordinary course of business; and
(p) shall not enter into any material contract or commitment other than in Division after the ordinary course of businessClosing.
Appears in 1 contract
Actions Pending Closing. Each of Syscan (a) The parties hereto shall use their best efforts to comply with, perform and satisfy all the Syscan Sole Shareholder terms, covenants and agrees that, during the period from the date conditions of this Agreement until to be complied with, performed and satisfied by them on or before the Closing Date. In addition, the Company and the Shareholders will use their best efforts to ensure there are no material or adverse changes to employee relations at the Company.
(b) The Shareholders shall cause the Company to close its permanent books and records as of the Closing Date in order to permit the Company's taxable income for the tax periods ending on the date immediately preceding the Closing Date to be reported on that date. The Shareholders shall prepare and file all federal and state income tax returns for the Company for all tax periods ending on or before the Closing Date, Syscan shallin a timely manner.
(c) From the date hereof to the Closing Date, other than as contemplated by this Agreement or for the purposes of effecting the Exchange and Closing pursuant to this Agreement or other than except to the extent no Material Adverse Effect on Syscan would be incurredParent shall otherwise consent in writing, conduct its the Company and the Shareholders shall:
(i) operate the Company's business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of BankEngine:
(a) shall not amend its Articles of Incorporation or Bylaws;
(b) shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made only in the ordinary course of and use their best efforts to preserve intact its good will, reputation and present business or as otherwise provided in any contracts or agreements organization and to preserve relationships with any such employeespersons having business dealings with it;
(cii) shall not merge or consolidate with any other entity or acquire or agree to acquire any other entitymaintain all of the Company's properties in good order and condition, reasonable wear and use excepted;
(diii) shall not sell, transfer, or otherwise dispose take all steps necessary to maintain the Company's intangible assets;
(iv) pay all liabilities and other obligations of any material assets required for the operations of Syscan's business except Company and collect all accounts receivable in the ordinary course of business consistent accordance with past business practices;
(ev) shall not create, incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, as provided in the schedules attached hereto or as pursuant comply with all laws applicable to the terms conduct of the business of the Company;
(vi) not take any action which would constitute a breach of the representations and warranties contained in Article 4 of this Agreement, or create or suffer to exist any mortgage, lien or other encumbrance on any of its material assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided by BankEngine and/or any of its affiliates;
(fvii) shall not make enter into any material capital expenditure settlement regarding any claim, dispute or series other cause of capital expenditures action except for settlements of customer disputes made by the Company in the ordinary course of business;
(gviii) shall not declare sell or pay any dividends on or make any distribution otherwise dispose of any kind with respect to the Syscan Shares;
(h) shall notify BankEngine promptly in the event of any material loss or damage to any of Syscan's material assets;
(i) shall pay premiums in respect of all present insurance coverage assets of the types and in the amounts as are in effect as of the date of this Agreement;
(j) shall seek to preserve the present material employees, reputation and business organization of Syscan and Syscan's relationship with its significant clients and others having business dealings with it;
(k) shall not issue any additional shares of Syscan capital stock or take any action affecting the capitalization of Syscan or the Fully-Diluted Syscan Shares;
(l) shall use commercially reasonable efforts to comply with and not be in default or violation under any known law, regulation, decree or order applicable to Syscan's business, operations or assets where such violation would have a Material Adverse Effect on Syscan;
(m) shall not grant any severance or termination pay to any director, officer or any other employees of Syscan, other than pursuant to agreements in effect on the date of this Agreement or as otherwise disclosed in the documents delivered pursuant to this Agreement;
(n) shall not change any of the accounting principles or practices used by it, except as may be required as a result of a change in law or in GAAP, whether in respect of Taxes or otherwise;
(o) shall not terminate or waive any material right of substantial value other than in the ordinary course of businessCompany; and
(pix) shall not enter into any material contract or commitment other than in submit all contracts which are outside the ordinary normal course of businessbusiness or which involve a capital expenditure in excess of $5,000 to Parent for its approval.
Appears in 1 contract
Actions Pending Closing. Each of Syscan and the Syscan Sole Shareholder covenants and agrees that, during the period from the date of this Agreement until the Closing Date, Syscan shall, other than Except as otherwise contemplated by this Agreement or for and as Buyer may otherwise consent, pending the purposes of effecting the Exchange and Closing pursuant to this Agreement or other than to the extent no Material Adverse Effect on Syscan would be incurred, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of BankEngineClosing:
(a) Seller shall not amend its Articles conduct and carry on the business of Incorporation or Bylawsthe Division in the ordinary course consistent with past practice;
(b) Seller shall not pay or agree use reasonable efforts to pay to any employeepreserve the Subject Assets and the Division's relationships with em- ployees, officer or director compensation that is in excess of customers, suppliers and others having business relationships with the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employeesDivision;
(c) shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;
(d) Seller shall not sell, transferlease, mortgage, pledge or otherwise acquire or dispose of any material amount of assets required for or properties used in connection with the operations of Syscan's business except in the ordinary course of business consistent with past practices;
(e) shall not create, incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, as provided in the schedules attached hereto or as pursuant to the terms of this Agreement, or create or suffer to exist any mortgage, lien or other encumbrance on any of its material assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided by BankEngine and/or any of its affiliates;
(f) shall not make any material capital expenditure or series of capital expenditures Division except in the ordinary course of business;
(gd) Except as may be required by the Significant Contracts listed on Schedule 3.10 and except for increases or changes in the ordinary course of business consistent with past practice, Seller shall not declare increase or pay otherwise change the rate or nature of the compensation (including, without limitation, wages, salaries, bonuses and other benefits) paid or payable to any dividends on employee of the Division;
(e) Seller shall not enter into, or make become obligated under, any distribution of any kind contract, agreement, commitment, arrangement or plan with respect to the Syscan Shares;
(h) shall notify BankEngine promptly Division except in the event ordinary course of any material loss business or damage to any of Syscan's material assets;
(i) shall pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the date of contemplated by this Agreement;
(jf) Except for changes occurring through performance in the ordinary course of business, Seller shall seek to preserve not change, amend, terminate or otherwise modify any of the present material employees, reputation and business organization of Syscan and Syscan's relationship with its significant clients and others having business dealings with it;Significant Contracts listed in Schedule 3.10; and
(kg) shall not issue any additional shares of Syscan capital stock or take any action affecting the capitalization of Syscan or the Fully-Diluted Syscan Shares;
(l) Seller shall use commercially reasonable efforts to comply with maintain in full force and not be in default or violation under any known laweffect policies of insurance of the same type, regulation, decree or order applicable character and coverage as the policies of insurance relating to Syscan's business, operations or assets where such violation would have a Material Adverse Effect on Syscan;
(m) shall not grant any severance or termination pay to any director, officer or any other employees of Syscan, other than pursuant to agreements the Division in effect on the date of this Agreement or as otherwise disclosed in and shall give Buyer prompt written notice of any and all changes that may occur between the documents delivered pursuant date hereof and the Closing Date with respect to this Agreement;
(n) the insurance coverages thereunder, provided that Seller shall not change be obligated to maintain any of insurance with respect to the accounting principles Subject Assets or practices used by it, except as may be required as a result of a change in law or in GAAP, whether in respect of Taxes or otherwise;
(o) shall not terminate or waive any material right of substantial value other than in the ordinary course of business; and
(p) shall not enter into any material contract or commitment other than in Division after the ordinary course of businessClosing.
Appears in 1 contract