Prior to the Closing. Buyer shall, and shall cause its Affiliates and its and their employees, agents, accountants, legal counsel and other representatives and advisers to, hold in strict confidence all, and not divulge or disclose any, information of any kind concerning the Company and its business; provided, however, that the foregoing obligation of confidence shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers, (ii) information that is or becomes available to Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers and (iii) information that is required to be disclosed by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation of any Governmental Authority; and provided further that Buyer promptly shall notify the Company of any disclosure pursuant to clause (iii) of this Section 9.2(a); and, provided, further, that the foregoing obligation of confidence shall not apply to the furnishing of information by Buyer in bona fide discussions or negotiations with prospective lenders.
Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including without limitation those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.5, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, (D) that certain lease agreement dated July 11, 1996, by and between the Company and BDM&P, Limited Liability Company, and (E) items approved by Centerprise in writing; and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will sell, transfer and distribute the assets listed on Schedule 7.1.4(ii) (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, of the assignee), and provide copies thereof to Centerprise.
Prior to the Closing. 2.2.2.1. Cause the Company to timely file a Current Report on Form 8-K disclosing the entry by the Sellers of this Agreement;
Prior to the Closing. Seller shall conduct its business only in a manner consistent with its prior practice and shall preserve its assets and properties in good condition and maintain insurance thereon in accordance with present practices, and Seller will use its best efforts (i) to preserve the business and organization of Seller intact, (ii) to keep available the services of Seller's present employees, agents and independent contractors, (iii) to preserve the goodwill of Seller's suppliers, customers, landlords and others having business relations with it, and (iv) to cooperate with Purchaser and assist in obtaining the consent of any party to any lease or contract with Seller where the consent of such party may be required by reason of this Agreement.
Prior to the Closing. BOKF shall keep all information disclosed to BOKF (its employees, counsel, accountants, and other authorized representatives) by Swiss Avenue Bank respecting the business and financial condition of Swiss Avenue Bank confidential and shall make no use of such information except to conduct the investigation contemplated by Section 7.1 and to consummate the transactions contemplated hereby and shall not use such information to obtain a competitive advantage in connection with any customer of Swiss Avenue Bank. In the event this Merger Agreement is terminated for any reason BOKF shall (i) return all copies of all information and documents obtained from Swiss Avenue Bank and Principal Shareholders and (ii) thereafter keep all such information confidential and not make use of any such information to obtain a competitive advantage in connection with any customer of Swiss Avenue Bank.
Prior to the Closing. Seller shall maintain the buildings and other Improvements on the Land in good condition and repair, except for normal wear and tear and any casualty or condemnation, and Seller shall not remove any fixtures, equipment, furnishings and other personalty therefrom without replacing them with substantially similar items of equal or greater value nor shall Seller in any manner neglect the Property or cause or permit waste thereof;
Prior to the Closing. Date each Underwriter shall notify the Manager or CBA of the earlier of (x) the date on which the Prospectus Supplement is first used and (y) the time of the first Contract of Sale to which such Prospectus Supplement relates.
Prior to the Closing. Buyer and HD Supply shall each keep the other apprised of the status of matters relating to the completion of the Transaction and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 5.3 of this Agreement, Buyer and HD Supply shall promptly consult with each other to provide any necessary information with respect to (and, in the case of correspondence, provide the other (or their counsel) copies of) all filings made by such Party (or in the case of HD Supply, any filings made by any Seller) with any Governmental Entity or any other information supplied by such Party (including in the case of HD Supply, any other information supplied by any Seller) to, or correspondence with, a Governmental Entity in connection with this Agreement, the Transaction and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 5.3 of this Agreement, Buyer and HD Supply shall promptly inform the other, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any communication from any Governmental Entity (including in the case of HD Supply, any communications from any Governmental Entity to any Seller) regarding the Transaction and the other transactions contemplated by this Agreement, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity. If any Party or any Representative of any Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transaction or the other transactions contemplated by this Agreement, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with Buyer (in the case of any Seller receiving such a request) and HD Supply (in the case of Buyer receiving such a request), an appropriate response in compliance with such request. Except with respect to Taxes, each of Buyer and HD Supply and its Representatives shall be entitled to participate in any substantive meeting or telephone or other conversations with any Governmental Entity in connection with this Agreement and the Transa...
Prior to the Closing. Seller shall notify Buyer, and Buyer shall notify Seller, of any litigation, arbitration, appeal or administrative proceeding pending, or, to its knowledge, threatened against Seller or Buyer, as the case may be, which challenges the transactions contemplated hereby.
Prior to the Closing. Prior to the Closing Date, except as set forth in Section 6.15(b), Sellers shall be responsible for taking all necessary actions to comply with the requirements of ISRA with respect to the Lafayette Energy Partners, L.P. facility, including filing all necessary forms and conducting any investigation and remediation as may be required by NJDEP criteria, procedures and time schedules then in effect. Purchaser shall use commercially reasonable efforts to cooperate with Sellers in connection with such compliance, including by executing any forms necessary to allow the parties to consummate the transactions contemplated by this Agreement in accordance with ISRA requirements. Sellers shall provide Purchaser and its representatives with an opportunity to participate in strategy discussions with respect to compliance with ISRA and, to the extent that there are any face-to-face meetings with representatives of the NJDEP or significant telephone communications with such representatives (other than with respect to routine matters), Purchaser and its representatives shall have an opportunity to participate in such meetings and communications. Sellers shall provide Purchaser with copies of all notices, correspondence, draft reports, submissions, work plans, and final reports and shall give Purchaser an opportunity to comment on any submissions Sellers intend to deliver or submit to the NJDEP, and Sellers shall endeavor to accept Purchaser’s comments. Without limiting the foregoing, Sellers shall undertake commercially reasonable efforts to obtain a no further action letter from the NJDEP prior to the Closing Date or to obtain approval of a minimal environmental concern application pursuant to N.J.A.C 7:26B-5.6.