Covenants Pending the Closings. From the date hereof through the Second Tranche Closing Date, the Company will not, without LCI's prior written consent, take any action or fail or omit to take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise LCI of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance. The compliance by the Company with this covenant shall not be deemed or construed to cure or otherwise excuse in any respect the breach of the applicable representation, warranty or covenant.
Covenants Pending the Closings. Section 7.1 Approvals; HSR Filing; Consents 68 Section 7.2 Representations and Updates 70 Section 7.3 Commercially Reasonable Efforts 70 Section 7.4 Access to Premises and Information; Customers 70 Section 7.5 Conduct of Business 71 Section 7.6 Transfer of Assets from Transferred Companies prior to Closing 74 Section 7.7 Transfer of Canadian Assets prior to Initial Closing 75 Section 7.8 Transaction Documents 76 Section 7.9 Letters of Credit; Guarantees and Performance Bonds 76 Section 7.10 [Reserved] 76 Section 7.11 Intercompany Debt 76 Section 7.12 Cooperation with Financing 77 Section 7.13 No Solicitation 78 Section 7.14 Destruction of Confidential Information 79 Section 7.15 Excess Cash Payments 79 ARTICLE VIII CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATIONS TO CLOSE Section 8.1 Initial Closing 79 Section 8.2 Subsequent Closings 80 Section 8.3 China Asset Class 81 ARTICLE IX CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO CLOSE Section 9.1 Initial Closing 81 Section 9.2 Subsequent Closings 82 ARTICLE X ADDITIONAL COVENANTS OF THE PARTIES Section 10.1 Publicity 83 Section 10.2 Access after Closings 83 Section 10.3 Cooperation in Litigation 84 Section 10.4 Tax Matters 84 Section 10.5 Bulk Sales Laws 89 Section 10.6 Section 56.4 Election 89 Section 10.7 Accounts Receivable 90 Section 10.8 Insurance Matters 90 ARTICLE XI INDEMNIFICATION Section 11.1 Indemnification by the Company 91 Section 11.2 Indemnification by the Buyer 92 Section 11.3 Direct Claims 93 Section 11.4 Matters Involving Third Parties, Etc. 93 Section 11.5 Limitations, Etc. 95 Section 11.6 Specific Performance 98 Section 11.7 Transfer of Assets; Sufficiency of Assets Representation 99 Section 11.8 Liability 99 Section 11.9 Exclusive Remedy 99 Section 11.10 Adjustment to Purchase Price 100 Section 11.11 GST/HST Gross Up 100 Section 11.12 Survival of Representations, Warranties and Covenants 100 ARTICLE XII
