OTHER COVENANTS PRIOR TO CLOSING Sample Clauses

OTHER COVENANTS PRIOR TO CLOSING. 9.1 ACCESS AND COOPERATION; DUE DILIGENCE; AUDITS.
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OTHER COVENANTS PRIOR TO CLOSING. 27 5.1 Access and Cooperation; Due Diligence; Audits......................27 5.2 Conduct of Business Pending Closing................................28 5.3
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OTHER COVENANTS PRIOR TO CLOSING. 23 9.1 Access and Cooperation; Due Diligence; Audits . . . . . . . . . . . . . 23 9.2 Conduct of Business Pending Closing . . . . . . . . . . . . . . . . . . 24 9.3 Prohibited Activities by the Company. . . . . . . . . . . . . . . . . . 24 9.4 Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 9.5 Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 9.6
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OTHER COVENANTS PRIOR TO CLOSING. 16 9.1 Access and Cooperation; Due Diligence; Audits . . . . . . . . . . . 16 9.2 Conduct of Business Pending Closing . . . . . . . . . . . . . . . . 17 9.3 Prohibited Activities by the Company. . . . . . . . . . . . . . . . 18 9.4 Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 9.5
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OTHER COVENANTS PRIOR TO CLOSING. 1.14 Conduct of Seller's Business Prior to Closing. Seller agrees that during the Interim Period, Seller's Business will be conducted in the ordinary course, there will be no adverse change in the prospects, financial condition or properties of Seller, and the only changes in the prospects, financial condition or properties of Seller will be those arising from the normal and regular conduct of Seller's Business. No material loss, damage or destruction of any of the assets of Seller which is not covered by insurance will have occurred. Seller will not, without the prior written consent of Purchaser, enter into any transaction which, if effected before the date of this Agreement, would constitute a breach of the representations, warranties or agreements of Seller or Seller's Shareholders contained in this Agreement.
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OTHER COVENANTS PRIOR TO CLOSING 
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Related to OTHER COVENANTS PRIOR 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

  • Seller Covenants Seller covenants and agrees as follows:

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Further Covenants The Company hereby covenants and agrees that:

  • Other Covenants (Section 5.1): Borrower shall at all times comply with all of the following additional covenants:

  • 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.

  • Other Covenants and Agreements The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with any other covenant or agreement contained herein or in any other Loan Document or shall use the proceeds of any loan for an unauthorized purpose.

  • Other Covenants of the Parties The parties agree that, prior to the Closing:

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

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

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