Covenants of Sellers Prior to Closing. Between the date of this Agreement and the Closing:
Covenants of Sellers Prior to Closing. (a) From the Effective Date until the Closing or earlier termination of this Agreement, each Seller or such Seller’s agents shall:
Covenants of Sellers Prior to Closing. Between the date of this Agreement and the Closing (or termination of this Agreement in accordance with its terms) Sellers, jointly and severally, covenant as follows:
Covenants of Sellers Prior to Closing. 28 5.1. Information........................................................................................ 28 5.2. Operations......................................................................................... 28 5.3. Negative Covenants................................................................................. 29 5.4.
Covenants of Sellers Prior to Closing. 5.1 Access and Investigation
Covenants of Sellers Prior to Closing. 6.1 ACCESS AND INVESTIGATION Sellers agree that, prior to the Closing Date, Buyer shall be entitled, through its officers, employees, consultants and representatives, to make such investigation of the Acquired Business and such examination of the books and records and financial and operating data of Sellers related to the Acquired Business, the Assets and the Assumed Liabilities, and to have access to the officers and key employees of Sellers in connection with the Acquired Business, as it reasonably requests, including, at Buyer's cost and expense, to the extent necessary to qualify as a Baseline Environmental Assessment ("BEA") or such comparable standard provided pursuant to a state law and to the extent necessary for Buyer to obtain state prospective purchaser protection and/or federal prospective purchaser liability protection under 42 U.S.C. section 9607(r) as "all appropriate inquiry" from U.S. EPA or to qualify Buyer as a "bona fide prospective purchaser" under 42 U.S.C. section 9601(40). In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer, at Buyer's cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by Buyer, Sellers shall permit Buyer to have the same performed at Buyer's cost and expense. Any such investigation and examination shall be conducted upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Legal Requirements. Sellers shall cause their respective officers, employees, accountants, attorneys and other representatives to cooperate with Buyer and Buyer's representatives in connection with such investigation, examination and access, and Buyer and its representatives shall cooperate with Sellers and their representatives and shall use their reasonable efforts to minimize any disruption to their business, in each case, at Buyer's cost and expense.
Covenants of Sellers Prior to Closing. 35 5.1 Information.................................................................................... 35 5.2 Operations..................................................................................... 35 5.3
Covenants of Sellers Prior to Closing. DATE 37 Section 6.1 Access and Investigation 37 Section 6.2 Operation of the Businesses of the Acquired Companies 38 Section 6.3 Filings and Notifications; Cooperation 38 Section 6.4 Notice 39 Section 6.5 Payment of Indebtedness by Related Persons 39 Section 6.6 Reasonable Efforts 39 Section 6.7 Exclusivity 39
Covenants of Sellers Prior to Closing. 5.1 Operation of the Business of Sellers Between the date of this Agreement and the Closing, each Seller shall:
Covenants of Sellers Prior to Closing. 26 Section 5.1 Access and Investigation. . . . . . . . . . . . . . . . . . . 26 Section 5.2 Operation of the Business of Seller. . . . . . . . . . . . . .26
