Pending Closing. (a Between the date of this Agreement and the Consummation Date, the Company Stockholders will, and will cause the Company to, except as set forth on Schedule 5.12:
Pending Closing. Without limiting the generality of Section 5.2(a), pending the Closing, Seller shall, and with respect to clause (s) below Stockholder shall, except as set forth in Section 5.3 of the Disclosure Schedule:
Pending Closing. Between the Company Merger Effective Time and the Partnership Merger Effective Time, the Parties and their respective Subsidiaries shall not take any action or conduct any business of any nature whatsoever other than as specifically contemplated by this Agreement and as necessary to effect the Topco Merger, the Contribution and Issuance and the Partnership Merger.
Pending Closing. (a) Without limiting the generality of Section 9.2(a), during the Pre-Closing Period, neither Contributor shall, without the prior written consent of the Company:
Pending Closing. (a) Seller shall deliver to Buyer reasonably promptly each inspection report, questionnaire, inquiry, demand or request for information that primarily or secondarily relates to the Division received from the date of this Agreement through the Closing Date by Seller, any Asset Affiliate or the Conveyed Subsidiaries from (and each response thereto), and each statement, report or other document filed from the date of this Agreement through the Closing Date by Seller with respect to the Division or any Conveyed Subsidiary with, any federal, state or local governmental body or administrative agency (including, but not limited to, the Securities and Exchange Commission, or any stock exchange, other than any request for information received from the Internal Revenue Service in connection with its audit of federal income tax returns that does not relate primarily to the Business).
Pending Closing. Pending the Closing, the Seller shall:
Pending Closing. Without limiting the generality of Section 5.2(a), pending the Closing, Sellers and Wxxxx Canada shall, except as set forth in Section 5.3 of the Disclosure Schedule and except as specifically contemplated by this Agreement:
Pending Closing. Without limiting the generality of Section 4.2(a), pending the Closing, Seller shall, except as set forth in Section 4.3 of the Disclosure Schedule: (a) conduct and carry on the Business only in the Ordinary Course; (b) not purchase, sell, assign, lease, hypothec, pledge or otherwise acquire or dispose of any properties or assets of, or related or used, or otherwise material to, the Business, except for Inventory and supplies purchased, sold or otherwise disposed of in the Ordinary Course; (c) not suffer or permit the creation of any Lien upon any of the Purchased Assets except for any Lien created with respect to Indebtedness pursuant to Seller’s existing credit facilities on the date hereof and disclosed in Section 5.14(c) of the Disclosure Schedule; (d) not waive, release or cancel any material claims against third parties or debts owing to them, or any rights which have any value in connection with the Business; (e) keep all tangible personal property used in the operation of the Business and constituting part of the Purchased Assets in good working order and repair, and replace any Purchased Asset which shall be worn out, lost, stolen or destroyed, in each case having regard to the Ordinary Course practices of Seller; (f) other than (i) as required pursuant to the Contracts set out in Section 4.3(f) of the Disclosure Schedule; and (ii) Contracts required to fulfill binding sales obligations to its customers or contractual commitments listed in the Disclosure Schedules, not enter into, or become obligated under, any Contract with respect to, or in any way affecting, the Business other than Contracts in the Ordinary Course, provided that where individually the stated obligations - 9 - under or value of any such Contract exceeds, or have maximum obligations or value that exceed, $25,000, such Contract shall only be entered into with Purchaser Consent, not to be unreasonably withheld or delayed; (g) not change, amend, terminate or otherwise modify any agreement or contract with Affiliates and, except in the Ordinary Course, any Transferred Contract or Permit; (h) maintain in full force and effect with respect to the Business, policies of insurance of the same type, character and coverage as the policies currently carried and described in Section 5.16 of the Disclosure Schedule; (i) refrain from doing any act or omitting to do any act, or permitting any act or omission to act, which will cause a material breach of any Transferred Contract; (j) not hire any...
Pending Closing. Pending the completion of the Contemplated Transaction, Seller shall cause the Company to cooperate with Buyer in each and every reasonable way to plan and provide for a smooth transition of the control and operation of the Company to Buyer at Closing, as contemplated herein, including the retention of the Company's suppliers and customers, by such means that Buyer may reasonably request. The Company covenants to cooperate with Buyer in providing all information required hereunder and access thereto and whatever is reasonably required to carry out the purposes and intent of the Contemplated Transaction.
