Common use of Covenants of Target Clause in Contracts

Covenants of Target. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9 (such period being hereinafter referred to as the “Interim Period”), unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld or delayed), and except as otherwise expressly contemplated herein, Target shall, and shall cause each of the Target Entities to: (a) operate its business only in the ordinary course; (b) use its commercially reasonable efforts to preserve intact its business organization and material Assets, intellectual property and franchises; and (c) notify Buyer promptly after receipt of any material communication between Target and any Regulatory Authority. Except as expressly permitted by this Agreement or as set forth below, none of the Target Entities, shall, during the Interim Period, directly or indirectly, do any of the following without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed): (a) take any action which would reasonably be likely to: (A) materially adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby; (B) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; or (C) result in a change of the business operations of Target as operated on the date of this Agreement and as reflected in Target’s Financial Statements. (b) distribute any Asset except as described on Schedule 6.1 of Target Disclosure Memorandum; (c) amend the operating agreement, certificate of formation, certificate or articles of incorporation, bylaws or other governing instruments of any Target Entity; (d) terminate or allow to lapse, or modify in any material respect, any insurance policy; (e) adopt a plan of complete or partial liquidation with respect to Target or resolutions providing for or authorizing such a liquidation; (f) amend or modify or agree to amend or modify the terms of any Target Material Contract; (g) enter into any oral or written agreement or understanding, or contract creating any obligations or commitment with an Affiliate of Target or Target Members; or (h) authorize any of, or commit or agree to take any of, the foregoing actions.