Certain Pre Closing Covenants Sample Clauses
The "Certain Pre-Closing Covenants" clause sets out specific obligations and restrictions that parties must adhere to between signing a contract and the closing of a transaction. Typically, these covenants require the seller to operate the business in the ordinary course, refrain from making significant changes, and provide access to information or facilities for the buyer. By establishing clear rules for conduct during this interim period, the clause helps preserve the value of the business and ensures that the buyer receives the business in the expected condition at closing.
Certain Pre Closing Covenants. The parties agree as follows with respect to the period between the execution of this Agreement and each Closing:
Certain Pre Closing Covenants. With respect to the period between the date of this Agreement and the Closing:
Certain Pre Closing Covenants. From the Effective Date through the Closing Date:
Certain Pre Closing Covenants. During the time period from the Agreement Date until the earlier to occur of (i) the Effective Time, or (ii) the termination of this Agreement in accordance with the provisions of Article X, GoSolutions and VEDO each covenant and agree with the other as follows:
Certain Pre Closing Covenants. The Parties agree as follows with respect to the period between the date hereof and the Closing or earlier termination of this Agreement in accordance with Section 9.1:
Certain Pre Closing Covenants. 34 6.01 Conduct of the Business........................................................................................ 34 6.02
Certain Pre Closing Covenants. (a) Empire covenants that during the term of this Agreement it shall, and it shall cause its subsidiaries to, operate in the ordinary course of business consistent with past practice. Without limiting the foregoing, Empire shall not, and shall not permit any of its subsidiaries to, directly or indirectly change its or their respective capital structure (except that Empire may issue capital stock that complies with the definition of Excluded Shares set forth in Section 4 herein), pay or declare any dividends (except as dividends on Empire's preferred stock as provided above) or distributions or repurchase or otherwise acquire any of their capital stock or commit to do any of the foregoing. Transferor agrees that, during the term of this Agreement, it shall, and shall cause its subsidiaries to, operate the Resort Properties in the ordinary course of business consistent with past practices.
(b) Subject to the terms and conditions provided herein and to applicable laws, each of the parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other party in doing, in the most expeditious manner practicable, all things necessary, proper or advisable to ensure that the conditions set forth in Section 12 hereof are satisfied and to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, each of Empire and Transferor shall: (i) use their commercially reasonable efforts to cooperate with one another in (A) timely making any filings and notifications that are required to be made under applicable laws in connection with gaming approvals and any other consents, licenses, approvals, permits, waivers, orders or authorizations that are required to be obtained under applicable laws from governmental entities or other persons in connection with the consummation of the transactions contemplated by this Agreement, and (B) as promptly as practicable, responding to any request for information from such governmental entities or such other persons; (ii) use its commercially reasonable efforts to avoid the entry of, or to have vacated, lifted, reversed, overturned or terminated, any order, judgment, injunction or decree (whether temporary, preliminary or permanent) or any other judicial, administrative or legislative action or proceeding that would restrain, prevent or delay the closing of the transactions contemplated by this Agreement, in...
Certain Pre Closing Covenants. From the date of this Agreement through the earlier of the Closing or the termination of this Agreement, (i) the Company shall and shall cause its Subsidiaries to operate their business in the ordinary course of business and substantially in accordance with past practice and (ii) the Company shall not and shall cause its Subsidiaries to not, except as contemplated by the Transaction Agreements and the JV Transaction, or as consented to by Investor in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied):
(a) authorize or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of the Company or its Subsidiaries), except (i) dividends and distributions paid or made on a pro rata basis by Company Subsidiaries and (ii) quarterly dividends to the Company’s stockholders generally consistent with past practice;
(b) adopt or propose any change to the stockholders of the Company to its Amended and Restated Articles of Incorporation or its Second Amended and Restated Bylaws in a manner that is reasonably likely to adversely impact the transactions contemplated hereunder or under the other Transaction Agreements or the rights and benefits reasonably expected to be received by the Investor under the Transaction Agreements;
(c) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;
(d) sell, assign, transfer, convey, lease, or otherwise dispose of (in whole or in part) any material assets or properties of the Company or its Subsidiaries (other than the disposition of obsolete or worn-out assets), except pursuant to transactions entered into on an arms-length basis;
(e) take any action that is reasonably expected to materially and adversely affect, or materially impede or impair, the ability of the parties hereto to consummate the transactions contemplated hereby; or
(f) agree, in writing or otherwise, to take any of the foregoing actions.
Certain Pre Closing Covenants. (a) Not less than 30 days prior to the Closing, N21 shall give to the FTC notice of the Contemplated Transactions.
(b) Immediately prior to the Closing, N21 will cause the ▇▇▇▇▇▇▇▇▇ Litigation to be settled exclusively by payments from N21's cash and inventory then on hand, it being understood that to the extent that the ▇▇▇▇▇▇▇▇▇ Litigation is settled out of inventory, the resulting reduction in inventory and in Closing Book Value will reduce the Closing Book Value. In connection with such settlement, N21 shall use its best efforts to cause ▇▇▇▇▇▇▇▇▇ Chemicals, Inc. to generally release N21 and its partners. The ▇▇▇▇▇▇▇▇▇ Litigation means litigation between the N21 and ▇▇▇▇▇▇▇▇▇ Chemicals, Inc.
(c) Immediately prior to the Closing and after the settlement referred to in Section 2.5(b), N21 will distribute to the Partners the balance of N21's cash then on hand.
Certain Pre Closing Covenants. 14 SECTION 6.1 ACCESS TO FILES....................................... 14 SECTION 6.2 PHYSICAL INSPECTION................................... 14 SECTION 6.3