Additional Pre Closing Covenants Clause Samples

Additional Pre Closing Covenants. The parties agree as follows with respect to the period between the execution of this Agreement and the Closing:

Additional Pre Closing Covenants. From the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with Article VI, the Company shall use its commercially reasonable efforts: (a) from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, (i) not to make any code owned and developed by the Company available for distribution under the terms of an open source license that was not already available under open source license terms prior to the date of this Agreement and (ii) for existing code made available by the Company under the terms of an open source license prior to the date of this Agreement, not to accept any contributions from individuals who are not current employees of the Company; AGREEMENT AND PLAN OF MERGER (b) to back-up all of the data of the Company and its Subsidiaries, including any data related to HBase/HADOOP, to Parent’s data center and to implement a process for backing-up all data to Parent’s data center; (c) to enter into license agreements with the parties set forth in Schedule 4.15(c), in a form reasonably acceptable to Parent, to purchase software products from such parties; and (d) to complete the remediation actions described in Section 2.8(d) of the Disclosure Schedule and to keep Parent reasonably informed regarding the progress of such remediation actions. To the extent Parent incurs reasonable out-of-pocket costs in connection with the use of its commercially reasonable efforts after the Closing to perform the covenants set forth in Section 4.15 that were not completed by the Company prior to Closing, Parent shall be entitled to recover the amount of such costs from the Escrow Fund, subject to Parent’s obligation to use its commercially reasonable efforts to mitigate such costs pursuant to Section 7.3(g); provided, however, the foregoing shall not limit Parent’s right to seek indemnification pursuant to Article VII for any Losses that may result from the breach of the covenants set forth in this Section 4.15. Notwithstanding the foregoing, the parties agree that with respect to Section 4.15(b), (i) Parent agrees to purchase hardware it deems reasonably necessary, if any, in connection with hosting any of the data of the Company and its Subsidiaries in Parent’s data center and shall not be entitled to recover from the Escrow Fund any costs incurred by Parent in buying or leasing capacity in its data center in connection with hosting any data as a result of Section...

Additional Pre Closing Covenants. The parties additionally agree as follows with respect to the period between the execution of this Agreement and the Closing: 5.1 FULL ACCESS; DUE DILIGENCE. Purchaser and its representatives may, at reasonable times, visit the premises of Seller and inspect the Assets and have full access to all of the books, properties, contracts, commitments and records of Seller for the purpose of examining and conducting a prudent due diligence inquiry of the Business and the Assets. Seller and its officers, employees and agents shall cooperate with and assist in every respect Purchaser and its representatives in connection with this inspection. Promptly after the execution of this Agreement, Seller shall deliver to Purchaser a copy of all title insurance policies and other evidence of Seller's ownership or leasehold interest in real property, together with surveys, soil tests, and any other material report, study or documents regarding the Assets that is in the possession of Seller or otherwise available to Seller.

Additional Pre Closing Covenants. (a) OPERATION OF BUSINESS. Between the date hereof and the Closing Date, Seller shall not, with respect to the Acquired Assets and the Business, engage in any practice, take any action, or enter into any transaction outside the ordinary course of business without Buyer's consent. Without limiting the generality of the foregoing, Seller shall not (i) declare, set aside, or pay any dividend or make any distribution (except in cash, Seller's stock, marketable securities or other assets not included within the Acquired Assets) with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock, or (ii) otherwise engage in any practice, take any action, or enter into any transaction of the sort described in SECTION 3.7 above.

Additional Pre Closing Covenants. (a) Except as required by this Agreement, no resolution of the directors, owners, members, partners or shareholders of any Group Company shall be passed, nor shall any Contract or commitment be entered into, in each case, prior to the First Closing without the prior written consent of the Investors, except that the Group Companies may carry on their respective business in the same manner as heretofore and may pass resolutions and enter into Contracts so long as they are effected in the ordinary course of business. Furthermore, each Group Companies shall conduct its business in a manner, and otherwise to use its best efforts, so as to ensure that the representations and warranties made by the Warrantors in this Agreement continue to be true and correct on and as of the date of the First Closing as if made on and as of that date. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the First Closing Date, the Warrantors shall not take any of the actions set forth in Section 9.1 or 9.2 of the Shareholders Agreement without the prior written consent of the Investors. (b) The Warrantors shall ensure that each of the Yixin Entities and the Group Companies will provide each of the Investors and their respective authorized representatives reasonable access to the Business and the Group Companies and the books and records of the Group Companies and the Yixin Entities relating to the Business, the Transferred Assets and the Group Companies, including for purposes of audit and inspection, and make available or cause to be made available to each of the Investors and their respective authorized representatives all information with respect to, instruct the employees, counsel and financial advisors of the Yixin Entities to cooperate with the Investors in their investigation of, the Business, the Transferred Assets and the Group Companies, in each case, as such Person may reasonably request. (c) If at any time before the First Closing, any of the Warrantors comes to know of any material fact or event which: (i) is in any way materially inconsistent with any of the representations and warranties or is in breach of the covenants given by the Warrantors, and/or (ii) suggests that any material fact warranted may not be as warranted or may be materially misleading, and/or (iii) might affect the willingness ...

Additional Pre Closing Covenants. Subject to the terms and conditions herein provided, prior to the Closing, each of the Parties shall: (a) use commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including without limitation obtaining, making and causing to become effective all Required Consents and all approvals, consents or authorizations of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement; (b) use all reasonable efforts to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby; (c) use all reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; and (d) effect all necessary registrations and filings and submissions of information required or requested by Governmental Authorities with respect to the transactions contemplated hereby.

Additional Pre Closing Covenants. In addition, prior to Closing, Seller shall (i) take all actions reasonably necessary to make Seller’s Stratix ERP System and general ledger access available for Buyer’s utilization of the same as a Service (as defined in the Transition Services Agreement) as provided in the Transition Services Agreement; (ii) take all actions reasonably necessary to make Seller’s EDI capabilities associated with both vendors and customers at the Acquired Facilities available for Buyer’s utilization of the same as a Service (as defined in the Transition Services Agreement) as provided in the Transition Services Agreement; (iii) provide Buyer with all inventory and customer information related to the Inventory Facilities so that the Buyer can set up this information in its legacy ERP system prior to Closing; and (iv) assist Buyer with establishing all employees of Seller listed in Section 6.03(a)(i) and Section 6.03(a)(ii) of the Disclosure Schedules in Buyer’s payroll system and benefit programs. If this Agreement is terminated in accordance with Section 8.01 hereof, Buyer shall promptly deliver to Seller or destroy all data, materials and other information provided to Buyer pursuant to this Section 6.02(b), whether in the possession or control of Buyer, any of Buyer’s Affiliates or Representatives or any other Person (with such destruction certified in writing to Seller by an authorized officer of Buyer supervising such destruction), and Buyer and Buyer’s Representatives shall not retain any copies, extracts or other reproductions (in whatever medium) in whole or in part of such data, materials and other information.

Additional Pre Closing Covenants