Certain Covenants of the Parties Regarding Operations During the Pre Closing Period Sample Clauses

Certain Covenants of the Parties Regarding Operations During the Pre Closing Period. 4.1 Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirement, upon reasonable notice, Remainco and RMT Partner shall each, and shall cause each of their respective Subsidiaries to, in each case, for the primary purposes of consummating the Contemplated Transactions and transition and integration planning: (i) provide the Representatives of the other party with reasonable access (taking into account any safety measures or Legal Requirement related to SARS- CoV-2 or COVID-19 (and any evolutions or mutations thereof)) during normal business hours (insofar as such access is reasonably required by the requesting party) to its Representatives and assets and to all existing books, records, work papers and other documents and information relating to such Entity or any of its Subsidiaries (but in the case of Remainco and its Subsidiaries, solely as it relates to the Spinco Business or the Spinco Companies), in each case as reasonably requested by RMT Partner or Remainco, as the case may be, and (ii) provide the Representatives of the other party with such copies of the existing books, records, work papers and other documents and information relating to such Entity and its Subsidiaries (but in the case of Remainco and its Subsidiaries, solely as it relates to the Spinco Business or the Spinco Companies) as reasonably requested by RMT Partner or Remainco, as the case may be. During the Pre-Closing Period, Remainco and RMT Partner shall, and shall use reasonable best efforts to cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective officers responsible for Remainco’s and RMT Partner’s financial statements and the internal controls, respectively, to discuss such matters as Remainco or RMT Partner may deem necessary or appropriate in order to enable RMT Partner to comply following the Closing with the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Subject to Section 5.4 and without limiting the generality of any of the foregoing, during the Pre- Closing Period, Remainco and RMT Partner shall provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Spinco Companies or the RMT Partner Compa...
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Certain Covenants of the Parties Regarding Operations During the Pre Closing Period. Section 5.01. Access and Investigation 41 Section 5.02. Operation of the Business of the Symyx Corporations. 42 Section 5.03. No Solicitation. 45
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Certain Covenants of the Parties Regarding Operations During the Pre Closing Period 
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Related to Certain Covenants of the Parties Regarding Operations During the Pre Closing Period

  • Certain Covenants of the Parties Seller and Company, on the one hand, and Buyer, on the other hand, hereby covenant to and agree with one another as follows:

  • Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, the Seller hereby covenants and agrees as follows:

  • Covenants of the Transaction Entities Each of the Transaction Entities, jointly and severally, covenants with each Underwriter as follows:

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • Representations, Warranties and Covenants of the Seller and Master Servicer (a) The Seller hereby makes the representations and warranties set forth in (i) Schedule II hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Initial Cut-off Date with respect to the Initial Mortgage Loans and as of the related Supplemental Cut-off Date with respect to the Supplemental Mortgage Loans.

  • Certain Covenants of the Executive The Executive acknowledges that (i) the Company, Parent and Parent's affiliates (collectively, "Thomson") are engaged and in the future will be engaged in the businesses of developing, operating, offering for sale and selling news or other current information or software-based solutions pertaining thereto to corporations and other businesses, government agencies, universities and other academic institutions and professional services providers (e.g. law, accounting and consulting firms) (the foregoing, together with any other businesses or operations over which Executive has substantial responsibility from the date hereof to the date of termination of the Executive's employment with the Company (or an affiliate thereof), being hereinafter referred to as the "Restricted Activity"); (ii) his services to the Company and Thomson have been and will be special and unique; (iii) his work for the Company and Thomson will give him access to trade secrets of and confidential information concerning the Company, Thomson and their affiliated companies; (iv) the Restricted Activity is national and international in scope; (v) the Company would not have entered into this Agreement but for the agreements and covenants contained in this Section 5; (vi) he has the means to support himself and his dependents other than by engaging in the Restricted Activity and the provisions of this Section 5 will not impair such ability; and (vii) the agreements and covenants contained in this Section 5 are essential to protect the business and goodwill of the Company, Thomson and their affiliates. In order to induce the Company to enter into this Agreement, and in consideration for the benefits received by the Executive pursuant to this Agreement, and other good and valuable consideration the receipt of which is hereby acknowledged, the Executive covenants and agrees as follows:

  • Certain Covenants of the Stockholder Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows:

  • Representations, Warranties and Covenants of the Sellers and Master Servicer (a) Countrywide hereby makes the representations and warranties set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to all of the Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes the representations and warranties set forth in (i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the representations and warranties set forth in (i) Schedule II-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes the representations and warranties set forth in (i) Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Sienna Mortgage Loans.

  • Representations, Warranties, and Covenants of the Seller and the Master Servicer (a) IndyMac, in its capacities as Seller and Master Servicer, makes the representations and warranties in Schedule II, and by this reference incorporated in this Agreement, to the Depositor and the Trustee, as of the Closing Date.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

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