Common use of Covenants of Vendor Clause in Contracts

Covenants of Vendor. 6.1 Conduct of Business Vendor shall, and shall cause the U.S. Affiliate to, in connection with the Business from the date hereof up to the Closing Date, conduct its business in the ordinary course and in a manner consistent with past practices and, without limiting the generality of the foregoing, neither Vendor nor the U.S. Affiliate shall, without the prior written consent of Purchaser: (a) cease to carry on the Business as heretofore carried on or fail to maintain all of the properties, rights and assets of the Business consistently with past practices, or fail to do any and all things reasonably necessary and within its power to retain and preserve the goodwill of the Business; (b) sell or otherwise in any way alienate or dispose of any material assets in connection with the Business, other than for fair consideration in the ordinary course of the Business; (c) make any material change in the rate or form of compensation or remuneration payable to or to become payable to any of the Employees or in the Benefit Plans, or make or terminate any Benefit Plan, other than in the ordinary course of the Business consistent with past practice; or make any transfer of employees to or from the Business; (d) grant to any customer of the Business, or offer to any prospective customer of the Business, any special allowance or discount, or materially change its pricing, credit or payment policies in connection with the Business, other than in the ordinary course of business consistent with past practice and except for changes to remain competitive with pricing or terms of competitors of the Business; (e) materially modify or change the business organization of the Business or its relationship with its suppliers, customers and others having business relations with it in connection with the Business; and (f) authorize, agree or otherwise commit to any of the foregoing. In addition, and without limiting the generality of the foregoing, from the date hereof up to the Closing Date, Vendor shall, and shall cause the U.S. Affiliate to, in connection with the Business: (g) comply with all Laws and duly and punctually file all reports and returns required to be filed by it pursuant to any Laws or Benefit Plans; (h) maintain in full force and effect insurance policies on all of the properties of the Business providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its insurance policies in effect on the date hereof; and (i) maintain and keep its properties and the Equipment and Rolling Stock in substantially the same condition and working order that they are in as at the date hereof, except for ordinary wear and tear.

Covenants of Vendor. 6.1 5.1 Conduct of Business Vendor shall, and shall cause the U.S. Affiliate to, in connection with the Business from From the date hereof up to the Closing Date, Vendor shall conduct its business Business in the ordinary course and in a manner consistent with past practices and, without limiting the generality of the foregoing, neither Vendor nor shall not, in connection with the U.S. Affiliate shallBusiness, without the prior written consent of PurchaserPurchasers: (a) cease to operate its properties and to carry on the Business as heretofore carried on or fail to maintain all of the its properties, rights and assets of the Business consistently with past practices, or fail to do any and all things reasonably necessary and within its power to retain and preserve the goodwill of the Business; (b) sell or otherwise in any way alienate or dispose of any material assets of its assets, including its Intellectual Property or Inventory, in connection with the Business, other than for fair consideration in the ordinary course of the Business; (c) make any material change in the rate or form of compensation or remuneration payable to or to become payable to any of the Employees or in the Benefit Plans, or make or terminate any Benefit Plan, other than in the ordinary course of the Business consistent with past practice; or make any transfer of employees to or from the Business; (d) grant to any customer of the Business, or offer to any prospective customer of the Business, any special allowance or discount, or materially change its pricing, credit or payment policies in connection with the Business, other than except in the ordinary course of business consistent with past practice and except for changes to remain competitive with pricing practices, or terms of competitors terminate any of the Businesscontracts set forth in Section 1.1o) of the Disclosure Schedule; (ec) materially grant to any customer, or offer to any prospective customer, any special allowance or discount, or change its pricing, credit or payment policies, other than in the ordinary course of business; d) modify or change its business organization, except in the business organization ordinary course of the Business business, modify or change its relationship with its suppliers, customers and others having business relations with it in connection with the Businessit; and (fe) authorize, agree or otherwise commit to any of the foregoing. In addition, and without limiting the generality of the foregoing, from the date hereof up to the Closing Date, Vendor shall, and shall cause the U.S. Affiliate to, in connection with the Business: (gf) comply in all material respects with all Laws and duly and punctually file all reports and returns required to be filed by it pursuant to any Laws or Benefit Plans; (hg) maintain in full force and effect insurance policies on all of the its properties of the Business providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its insurance policies in effect on the date hereof; and; (ih) maintain and keep its properties in accordance with existing maintenance programs; and i) maintain all Inventory located outside of the United Kingdom, other than in Korea and Singapore, in "bonded warehouses" located in Indonesia or the Equipment and Rolling Stock in substantially the same condition and working order that they are in as at the date hereof, except for ordinary wear and tearPhilippines.