Additional Agreements and Covenants. The parties further agree and covenant as follows:
Additional Agreements and Covenants. Section 5.1
Additional Agreements and Covenants. Section 5.01. Lease, Sale or Grant of Use by Company 10 Section 5.02. Indemnification of Issuer and Trustee 10 Section 5.03. Company Not to Adversely Affect Exclusion From Gross Income of Interest on Bonds 11 Section 5.04. Company to Maintain its Existence; Mergers or Consolidations 12 Section 5.05. Reports and Audits 12 Section 5.06. Insurance 12 ARTICLE VI OPTIONS; PREPAYMENT OF LOAN Section 6.01. Options to Terminate 12
Additional Agreements and Covenants. The Buyer and Seller covenant as follows:
Additional Agreements and Covenants. OF THE PARTIES 15 Section 7.01 Change of Name. 15 Section 7.02
Additional Agreements and Covenants. (a) The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles.
Additional Agreements and Covenants. Section 5.1 Right of Inspection Section 5.2 Maintenance Section 5.3 Removal of Portions of the Project Facilities Section 5.4 Operation of Project Facilities Section 5.5 Insurance Section 5.6 Workers' Compensation Coverage Section 5.7
Additional Agreements and Covenants. .. 12 Section 5.01. Lease, Sale or Grant of Use by Company ......................................................... 12 Section 5.02. Indemnification of Issuer and Trustee .............................................................. 13
Additional Agreements and Covenants. . . 16 Section 5.1.
Additional Agreements and Covenants. 59 9.01 Further Assurances 59 9.02 Employees and Employee Benefits 59 9.03 Antitrust Notification 60 9.04 Certain Consents 62 9.05 Written Consents; Section 262 Notices 63 9.06 Affiliate Contracts 63 9.07 Exercise of Drag-Along 63 ARTICLE X MISCELLANEOUS 63 10.01 Survival; Certain Waivers 63 10.02 Acknowledgement by the Buyer Parties. 64 10.03 Provision Respecting Representation of Company 65 10.04 Press Releases and Communications 67 10.05 Expenses 67 10.06 Notices 67 10.07 Assignment 69 10.08 Amendment and Waiver 69 10.09 Third Party Beneficiaries 69 10.10 Non-Recourse 70 10.11 Severability 70 10.12 Construction 70 10.13 Disclosure Schedules 70 10.14 Complete Agreement 71 10.15 Conflict Between Transaction Documents 71 10.16 Specific Performance 71 10.17 Jurisdiction and Exclusive Venue 72 10.18 Governing Law; Waiver of Jury Trial 72 10.19 Representative 73 10.20 Counterparts 75 ARTICLE XI DEFINITIONS 75 11.01 Certain Definitions 75 11.02 Defined Terms 88 11.03 Interpretation 90 SCHEDULES Schedule 3.02(c): Authorization; No Breach Schedule 3.03: Governmental Bodies; Consents Schedule 3.04: Capitalization Schedule 3.06(a): Financial Statements Schedule 3.06(b): No Undisclosed Liabilities Schedule 3.07: Developments Schedule 3.08: Litigation; No Orders Schedule 3.09: Permits; Compliance with Laws Schedule 3.10: Taxes Schedule 3.11: Contracts Schedule 3.12: Real Property Schedule 3.13: Intellectual Property Schedule 3.14: Employees Schedule 3.15: Employee Benefits Plans Schedule 3.16: Insurance Schedule 3.17: Environmental Schedule 3.18: Affiliated Transactions Schedule 3.19: Broker Fees Schedule 3.20(a): Key Suppliers Schedule 3.20(b): Key Customers Schedule 5.01: Conduct of Business Schedule 5.07: Indebtedness to be Repaid Schedule 5.11: Additional Restrictive Covenant Agreement Schedule 5.12: Employee Census Schedule 9.06: Affiliate Contracts Schedule 11.01(b): Permitted Liens EXHIBITS Exhibit A Form of Certificate of Merger Exhibit B Reference Working Capital Statement Exhibit C Escrow Agreement Exhibit D Paying Agent Agreement Exhibit E Form of Letter of Transmittal Exhibit F Form of Company Closing Certificate Exhibit G Form of Buyer Closing Certificate Exhibit H Form of License Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 13, 2020, is made by and among (i) Ten-X Holding Company, Inc., a Delaware corporation (the "Company"), (ii) CoStar Realty Information, Inc., a Delaware corporation ("B...
