ACTIONS PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. Buyer, Seller and the Company covenant and agree to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. From the date hereof through the Closing Date, the Company will not, (a) issue or agree to issue any capital stock or any securities exercisable for, or convertible or exchangeable into, capital stock or (b) purchase, redeem or otherwise acquire any of its capital stock; provided, however, that this Section 9.11 shall not limit, or be applicable to, (i) the transactions contemplated by the Stock Purchase Agreements, including any issuance of capital stock in connection with the transactions contemplated by Sections 9.1 and 9.10 hereof, (ii) grants of options or issuances of Common Stock to officers, directors or employees of the Company pursuant to the current terms of the Company's 1995 Stock Incentive Plan and (iii) the conversion of the Series 1 Preferred or the exercise of existing warrants.
ACTIONS PRIOR TO THE CLOSING DATE. The parties covenant and agree to take the following actions between the date of this Agreement and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date set forth hereinbelow. All references to the Company, unless the context requires otherwise, shall include the Company and each of its Subsidiaries.
ACTIONS PRIOR TO THE CLOSING DATE. Between the date hereof and until the Closing Date, DEJ hereby agrees not to, and Blockbuster hereby agrees it will not cause DEJ to, engage in any transaction outside the ordinary course of business.
ACTIONS PRIOR TO THE CLOSING DATE. Each of the Trust, Starwood Mezzanine and SOFI IV, as applicable, covenants and agrees to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. 40 Section 7.01 Conduct of Business Prior to the Closing 40 Section 7.02 Access to Information 43 Section 7.03 Regulatory and Other Authorizations; Consents 44 Section 7.04 Shared Contracts 46 Section 7.05 Intercompany Obligations 47 Section 7.06 Intercompany Arrangements 47 Section 7.07 Supplements to Seller Disclosure Schedule 47 Section 7.08 Release 48 ARTICLE VIII ADDITIONAL AGREEMENTS 49 Section 8.01 Access to Information 49 Section 8.02 Books and Records 50 Section 8.03 Confidentiality 51 Section 8.04 Insurance 51 Section 8.05 Trade Names and Trademarks 52 Section 8.06 Transaction Agreements 53 Section 8.07 Non-Solicitation 54 Section 8.08 Non-Competition 54 Section 8.09 IT Systems Separation 56 Section 8.10 D&O Liabilities 56 Section 8.11 Transition Plan 56 Section 8.12 Deletion of Software 57 Section 8.13 Further Action 57 Section 8.14 Equity Financing 57 Section 8.15 Seller Cooperation 58 ARTICLE IX EMPLOYEE MATTERS 59 Section 9.01 Employee Matters 59 ARTICLE X TAX MATTERS 63 Section 10.01 Liability for Taxes 63 Section 10.02 Tax Returns 64 Section 10.03 Contest Provisions 66 Section 10.04 Assistance and Cooperation 67 Section 10.05 Tax Sharing Payments. 67 Section 10.06 Other Tax Matters 68 Section 10.07 338(h)(10) Election 68
ACTIONS PRIOR TO THE CLOSING DATE. Section 7.1 Operations Prior to the Closing Date 49 Section 7.2 Access to Information; Financial Information. 51
ACTIONS PRIOR TO THE CLOSING DATE. Between the date hereof and the Closing Date, the Buyer shall not take any action which shall cause it to be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement. The Buyer shall use its commercially reasonable efforts to perform all its obligations and satisfy all conditions to Closing to be performed or satisfied by it under this Agreement as soon as practicable, but in no event later than the Closing Date. Until the Closing, the Buyer shall promptly give to Casella written notice upon learning of or having knowledge of any matter that may constitute a breach of any representation, warranty, agreement or covenant of the Buyer contained in this Agreement, which notice shall identify and describe the breach in reasonable detail.
