Common use of Covenants of Parent and Merger Sub Clause in Contracts

Covenants of Parent and Merger Sub. From the date hereof through the Closing, without the prior written consent of the Company (which will not be unreasonably withheld or delayed), unless otherwise required or permitted by any other provision of this Agreement or any Related Agreement, (a) neither Parent nor Merger Sub shall take any action that would cause the representations and warranties made by Parent and Merger Sub in this Agreement not to be true, correct and accurate, in all material respects (determined as provided in Section 7.3), as of the Closing, and (b) Parent shall promptly notify the Company of any failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either of them prior to the Closing.