Before Closing. From and after the Execution Date until the Closing, the Parties shall cooperate to provide all information requested by, make all required filings with, prepare and submit all required applications to, and conduct all negotiations required or requested by, any Governmental Authority as may be required to consummate the Contemplated Transactions.
Before Closing the Parties shall provide each ----------------- other with preliminary drafts of all attorneys opinions, certificates, corporate guarantees, assignments and other instruments to be delivered at Closing. The Parties shall thereafter cooperate to make such revisions as are needed to prepare mutually acceptable forms of all such instruments.
Before Closing. Hitachi shall indemnify Opto-Device and its Affiliates and each of their respective officers, directors, members, stockholders, partners and employees (as applicable) and hold them harmless from any Losses suffered or incurred by any such Indemnified Party from any third party patent and copyright infringement claims and trade secret misappropriation claims regarding products, processes or methods related to the Business as it was conducted prior to the Closing regardless of the timing of such third party’s claim; provided, however, that such infringement is not attributable to any Opto-Device IP.
Before Closing. Seller shall provide Buyer with the written certification from a qualified senior executive of Seller to the effect that Seller has, in its possession or access to, all information and resources required to comply with Section 5.12(b).
Before Closing. Seller shall notify Buyer whether: (i) any Preferential Rights are exercised or waived; (ii) any Consents are granted or denied or cannot be obtained before Closing; or (iii) the requisite time periods have elapsed and any Preferential Rights are deemed waived or Consents deemed given by the lapse of such requisite time periods under the applicable agreements.
Before Closing. Except as consented to in writing by Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, or as otherwise provided in this Agreement, from the Execution Date to the Closing, Seller shall: (i) use its Commercially Reasonable Efforts to operate and maintain the Acquired Assets that are operated by Seller, in the ordinary course of business and consistent with Seller’s past practice; (ii) except as provided in clause (iii) below and in Section 3.2, pay or cause to be paid its proportionate share of all operating costs and expenses that become due and payable in connection with the operation and maintenance of the Acquired Assets; (iii) notify Purchaser of any AFE’s (authorizations for expenditures) received by Seller or of which Seller obtains actual notice that pertain to Operations or capital projects to be conducted after the Effective Time with respect to the Acquired Assets and that provide for an amount that exceeds $100,000 per activity net to Seller’s interest (the “Interim Operation Approval Threshold”), and consult with Purchaser before paying Seller’s proportionate share of any such AFE; and (iv) keep Purchaser reasonably informed of ongoing Operations and capital projects with respect to the Acquired Assets; (v) maintain insurance coverage on the Acquired Assets in the amounts and types currently in force by Seller; (vi) use Commercially Reasonable Efforts (but without requiring Seller to incur any expense or obligations to conduct drilling operations) to maintain in full force and effect all
Before Closing neither Seller nor Buyer shall make any public announcements concerning the execution and delivery of this Agreement or the transactions contemplated hereby without first obtaining the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable law or agreement with any securities exchange, and except that Seller may disclose this Agreement to any lender holding a lien on any property owned by Seller or otherwise subject to this Agreement and to any landlord or lender of Seller in order to comply with Seller’s obligations hereunder, and Seller or Buyer may disclose the identity of the other parties and terms of this Agreement to their employees, vendors, outside counsel or other outside professionals on a need to know basis in connection with consummating this transaction. If a disclosure is required by a fuel supplier agreement or applicable law or agreement with any securities exchange, the disclosing party shall make reasonable efforts to afford the other parties an opportunity to review and comment on the proposed disclosure before the making of such disclosure.
Before Closing. Seller will deliver to Buyer a list of the names of all persons on the payroll of Seller, together with a statement of amounts paid to each during Seller's most recent fiscal year and amounts paid for services from the beginning of the current fiscal year to the Closing date. Seller will also provide Buyer with a schedule of all employee bonus arrangements and a schedule of other material compensation or personnel benefits or policies in effect.
Before Closing neither Seller nor Buyer shall make any public announcements concerning the execution and delivery of this Agreement or the transactions contemplated hereby without first obtaining the prior written consent of the other, except as may be required by applicable Law or agreement with any securities exchange, and except that (a) Seller may disclose this Agreement to any lender holding a lien on any Real Property in order to comply with Seller’s obligations hereunder, (b) Buyer may disclose this Agreement to any lender providing financing to Buyer, and (c) Seller or Buyer may disclose the identity of the other Party and terms of this Agreement to their employees, vendors, outside counsel or other outside professionals on a need to know basis in connection with consummating this transaction. If a disclosure is required by applicable Law or agreement with any securities exchange, the disclosing Party shall make reasonable efforts to afford the other Party an opportunity to review and comment on the proposed disclosure before the making of such disclosure.
Before Closing. Before Closing, PHB will allow Developer and/or Developer’s employees, agents and consultants to enter upon the Property in reasonable furtherance of the transaction contemplated in this Agreement pursuant to a written permit of entry.
