Covenants and Agreements Prior to and Subsequent to Closing Sample Clauses

Covenants and Agreements Prior to and Subsequent to Closing. SECTION 4.1 Conduct of Business of the Company......................23 SECTION 4.2 LLC Examinations and Investigations.....................24 SECTION 4.3 Additional Financial Statements.........................25 SECTION 4.4 Consents, Filings and Authorizations; Efforts to Consummate...................................25 SECTION 4.5 Negotiations With Others................................25 SECTION 4.6 Notices of Certain Events...............................26 SECTION 4.7 Public Announcements....................................26 SECTION 4.8 Confidentiality.........................................26 SECTION 4.9 Expenses................................................27 SECTION 4.10 Claims Under Insurance Policies.........................27 SECTION 4.11 Supplements to Disclosure Schedules.....................27 SECTION 4.12
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Covenants and Agreements Prior to and Subsequent to Closing. SECTION 4.1 Conduct of Business of the Company...........................27 SECTION 4.2 Corporate Examinations and Investigations....................28 SECTION 4.3 Additional Financial Statements..............................29 SECTION 4.4 Consents, Filings and Authorizations; Efforts to Consummate..29 SECTION 4.5 Negotiations With Others.....................................29 SECTION 4.6
Sample 1
Covenants and Agreements Prior to and Subsequent to Closing. SECTION 4.1: CONDUCT OF BUSINESS OF THE COMPANY. From the date hereof through the Closing Date, the Sellers agree to cause the Company: To operate the Business in a reasonable and prudent manner, to conduct its operations according to the ordinary and usual course of the Business consistent with past practice, to preserve intact its present business organization and structure, to keep available the services of its present officers, agents and full-time employees, to use best efforts to preserve and maintain its Assets and the goodwill of the Business and to use best efforts to preserve its relationships with customers, clients, independent contractors, employees and other persons having business dealings with it or material to the operation of the Business; To maintain in the ordinary course of the Business, consistent with past practice and in accordance with all Contracts, the Real Property, all its material structures, equipment and other tangible property in their present repair, order and condition, subject to ordinary wear and tear; To maintain the books and records relating to the Business in the usual and ordinary manner and in a manner that fairly and correctly reflects the income, expenses, Assets and Liabilities of the Company consistent with GAAP, and to record and effect services rendered in the usual and customary manner consistent with past practices; To pay all account and trade payables on a current basis; Not to incur any Liability (other than Liabilities incurred in the ordinary course of the Business, consistent with past practice, which are not in the aggregate material thereto) or any Company debt; Not to undertake (nor permit to be undertaken) any of the actions specified in SECTION 2.8; Not to pay, discharge or satisfy any material Claim or Liability, other than the payment, discharge or satisfaction in the ordinary course, of the Business of Claims or Liabilities incurred in the ordinary course of the Business, consistent with past practice; Not to sell, transfer convey, assign or otherwise dispose of any Assets, except in the ordinary course of the Business consistent with past practices, or create, incur or assume any Lien on any Assets; Not to waive, release or cancel any material claims against third parties or debts owing to the Company or any material rights which have any value or make any Tax election or settle or compromise any federal, state, local or foreign income Tax liability, or waive or extend the statute of limitat...
Sample 1
Covenants and Agreements Prior to and Subsequent to Closing. SECTION 4.1 Corporate Examinations and Investigations. So long as the Purchaser holds or has the right to purchase at least ten percent (10%) of the outstanding Parent Common Stock, the Sellers agree that the Purchaser shall be entitled, through its directors, officers, attorneys, and accountants (collectively, the "Agents") to make such investigation of the Business and the Assets and operations of the Sellers (and any other SBW Company), and such examination of the books, records and financial condition of the Sellers (and any other SBW Company), as the Purchaser shall deem necessary or appropriate. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon ten (10) days written notice to the Sellers (and any other SBW Company), and the Sellers (and any other SBW Company) shall, cooperate fully therein. In that connection, the Sellers (and any other SBW Company) shall make available to the Agents during such period, without however causing any unreasonable interruption in the operations of the Business, all such information and copies of such documents and records concerning the affairs of the Sellers (and any other SBW Company) as the Agents may reasonably request, shall permit the Agents access to the Assets of the Sellers and all parts thereof and to the Sellers' Agents, customers, suppliers and others, and shall cause the Sellers' Agents to cooperate fully in connection with such review and examination. No investigation by the Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers contained in this Agreement.
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Covenants and Agreements Prior to and Subsequent to Closing 
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Related to Covenants and Agreements Prior to and Subsequent to Closing

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Covenants and Agreements of Buyer Buyer covenants and agrees with Seller as follows:

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • Certain Covenants and Agreements The Company hereby covenants and agrees that:

  • Covenants and Agreements Each Grantor hereby covenants and agrees as follows:

  • Covenants and Agreements Performed Buyer shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and all deliveries contemplated by Section 3.3 shall have been made.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

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