COVENANTS OF THE COMPANY AND THE OWNERS. The Company and the Owners (in proportion to each such Owner's respective ownership of the Company) agree that between the date hereof and the Closing:
COVENANTS OF THE COMPANY AND THE OWNERS. 5.1 ACCESS AND INVESTIGATION. Between the date of this Agreement and the Closing Date, Owners will, and will cause the Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "BUYER'S ADVISORS") reasonable access to the Company's personnel, properties, contracts, books and records, and other documents and data (collectively, the "COMPANY INFORMATION"), (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request; provided, however, that Buyer shall inform Owners prior to contacting any Company employees. Buyer shall use Best Efforts to ensure that Buyer's Advisors maintain the confidentiality of any Company Information.
COVENANTS OF THE COMPANY AND THE OWNERS. The Company and the Owners covenant and agree with Paradise and the Purchaser that, at all times from and after the Execution Date until the Closing or earlier termination of this Agreement, the Company and the Owners will comply with all covenants and provisions of this Article V, except to the extent Paradise (on behalf of itself and the Purchaser) may otherwise consent in writing.
COVENANTS OF THE COMPANY AND THE OWNERS. 5.1 Conduct of Business Prior to Closing. Prior to the Closing Date, the Company will, and the Owners will cause the Company to, (a) operate only in the ordinary course of business consistent with past practices and use its best efforts to preserve the goodwill of the Company and of its employees, customers, suppliers, distributors, Governmental Bodies and others having business dealings with the Company; (b) not engage in any transaction outside the ordinary course of business, including without limitation by making any material expenditure, investment or commitment or entering into any Material Agreement or arrangement of any kind; (c) maintain all insurance policies and all Permits that are required for the Company to carry on its business; and (d) maintain books of account and records in the usual, regular and ordinary manner and consistent with past practices.
COVENANTS OF THE COMPANY AND THE OWNERS. Section 5.1 Regulatory and Other Approvals...................................20 Section 5.2 Investigation by Paradise and the Purchaser......................21 Section 5.3 No Solicitations.................................................21 Section 5.4 Conduct of Business..............................................21 Section 5.5 Notice and Cure..................................................23 Section 5.6 Fulfillment of Conditions........................................23
