Pre-Closing Covenant. Prior to Closing, the Company shall comply with the sections headed “Information Rights” and “Access” under Annex A of the Shareholders Agreement, and shall not take any action set forth under the section headed “Consent of OEP” without the prior written consent of Investor.
Pre-Closing Covenant. Seller and Purchaser hereby covenant to, and Purchaser hereby covenants to use its best efforts to cause Penske Corporation, Penske Holdings and Penske Capital to, enter into the Waiver Agreement prior to the Closing.
Pre-Closing Covenant. Seller will not use, generate, manufacture, produce, store, release, discharge or dispose of on, under, above or about the Property (or off-site of the Property that might affect the Property), or transport to or from the Property, any Hazardous Substance or authorize any other person or entity to do so, prior to the Closing.
Pre-Closing Covenant. UniTek covenants and agrees that if on or prior to the Closing Date, UniTek is not the borrower under the primary credit facility for UniTek and its Affiliates (the “UniTek Credit Facility”), prior to or at the Closing, UniTek shall assign this Agreement and all of the rights and obligations of Purchaser hereunder to one of its wholly owned subsidiaries (the “Required Assignee”) and (i) such Required Assignee and the UniTek Borrower Sub (as defined below) shall agree to become parties to this Agreement, and such Required Assignee shall agree to assume the obligations of Purchaser hereunder as part of the formal documentation of assignment and assumption, and (ii) the UniTek wholly owned subsidiary that is the borrower under the UniTek Credit Facility (the “UniTek Borrower Sub”) and UniTek shall execute the Guaranty on the effective date of such assignment.
Pre-Closing Covenant. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.
Pre-Closing Covenant. From the date hereof to the Closing Date, each Discharging Creditor shall use his, her or its best efforts to cause Seller to perform and satisfy each covenant of Seller contained in the Purchase Agreement that is to be performed at or prior to the Closing and each condition precedent to the Buyer's obligation to consummate the transactions contemplated therein.
Pre-Closing Covenant. 6.1 Ordinary course of business
Pre-Closing Covenant. During the period from the date hereof until the earlier of the Closing or the termination of this Agreement, the Company shall not make or change any election in respect of Taxes, adopt or request permission of any Tax authority to change any accounting method in respect of Taxes, enter into any closing agreement in respect of Tax obligations of the Company, settle any claim or assessment in respect of Tax obligations of the Company, surrender or allow to expire any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Tax obligations of the Company, or take (or permit any Subsidiary to take) any such actions with respect to any Subsidiary.
Pre-Closing Covenant. Commencing on the date hereof and continuing through the later of (i) the expiration of the Option Period and (ii) the Closing Date, Red Ventures shall operate DirectStar and its Subsidiaries in the ordinary course of business, consistent with past practice, and shall not accelerate any payments by DirectStar or its Subsidiaries or delay the collection of amounts owed to DirectStar and its Subsidiaries.
