Certain Pre Closing Covenants. The parties agree as follows with respect to the period between the execution of this Agreement and each Closing:
Certain Pre Closing Covenants. With respect to the period between the date of this Agreement and the Closing:
Certain Pre Closing Covenants. From the Effective Date through the Closing Date:
Certain Pre Closing Covenants. 79 Section 6.1 Commercially Reasonable Efforts; Notices and Consents 79 Section 6.3 Reorg Plan, Cap Ex Plan and Real Estate Plan; Permitted M&A; [redacted – name of State] Licenses; Not Owned Company Revolving Credit Lines; [redacted – name of State] Dispensaries; [redacted – name of State] Licenses; Cooperation 82
Certain Pre Closing Covenants. The Parties agree as follows with respect to the period between the date hereof and the Closing or earlier termination of this Agreement in accordance with Section 9.1:
Certain Pre Closing Covenants. During the time period from the Agreement Date until the earlier to occur of (i) the Effective Time, or (ii) the termination of this Agreement in accordance with the provisions of Article X, GoSolutions and VEDO each covenant and agree with the other as follows:
Certain Pre Closing Covenants. 28 6.01 Conduct of the Business 28 6.02 Access to Books and Records; Due Diligence 29 6.03 Notices and Consents 29 6.04 Conditions 30 6.05 Exclusivity 30 6.06 Notification 31 6.07 Interim Financial Statements 31 6.08 Affiliate Transactions 31 6.09 Environmental Conditions 31 6.10 Employee Matters 32 6.11 Intellectual Property Assignments 32 6.12 Confidentiality 33 6.13 Bulk Transfer Laws 33 6.14 Transfer of Permits 33 6.15 Transfer of Bank Accounts 33 6.16 Dried Resin Supply 34 6.17 Transition Matters 34 ARTICLE VII TERMINATION 34 7.01 Termination 34 7.02 Effect of Termination 35 ARTICLE VIII ADDITIONAL COVENANTS AND AGREEMENTS 36 8.01 Survival 36 8.02 Indemnification by the Companies and Shareholders 36 8.03 Indemnification by each Shareholder 37 8.04 Indemnification by Buyer 37 8.05 Limitations on Certain Claims for Indemnification 37 8.06 Termination of Indemnification 38 8.07 Procedures Relating to Indemnification 38 8.08 Treatment of Indemnity Payments 40 8.09 Materiality 40 8.10 Tax Matters 40 8.11 Further Assurances 41 8.12 Seller Representative 41 8.13 Non-Competition; Non-Solicitation 42 8.14 Use of Name 44 8.15 Preservation of Books and Records; Cooperation 44 8.16 Risk of Loss 45 ARTICLE IX DEFINITIONS 45 9.01 Definitions 45 9.02 Other Definitional Provisions 63 ARTICLE X MISCELLANEOUS 64 10.01 Publicity 64 10.02 Expenses 64 10.03 Prevailing Party 64 10.04 Notices 64 10.05 Assignment 65 10.06 Severability 66 10.07 Amendment and Waiver 66 10.08 Complete Agreement 66 10.09 Joint Drafting 66 10.10 Counterparts 66 10.11 Governing Law 66 10.12 Jurisdiction of Disputes; Waiver of Jury Trial 66 10.13 No Third Party Beneficiaries 67 10.14 Conflict Between Transaction Documents 67 10.15 Remedies Cumulative 67 10.16 Effect of Investigation 67 EXHIBITS Exhibit A Form of Xxxx of Sale Exhibit B Form of Assignment and Assumption Agreement Exhibit C Form of Employment Agreements Exhibit D Form of Escrow Agreement Exhibit E Form of Carrollton Facility Lease Exhibit F Form of Milford Facility Lease Exhibit G Form of Tampa Facility Lease Exhibit H Form of Xxxxxxxxxxx Facility Lease SCHEDULES Schedule A Ownership of Shares Schedule 1.02(c) Accounting Principles Schedule 1.05(a) Allocation Schedule 3.03 No Conflict Schedule 3.05 Litigation Schedule 4.01 Qualification Schedule 4.03(b) No Conflict; Consents Schedule 4.05(a) Financial Statements Schedule 4.05(c) Deficiencies and Weaknesses Schedule 4.06 Absence of Certain Developments Schedule 4.07(a) Liens Schedule 4...
Certain Pre Closing Covenants. 5.1 Conduct of the Business of Saturn 42 5.2 Conduct of the Business of Mercury 47 5.3 No Control of Other Party’s Business 48 ARTICLE VI ADDITIONAL AGREEMENTS
Certain Pre Closing Covenants. 4.1 Conduct of the Business.
Certain Pre Closing Covenants. From the date of this Agreement through the earlier of the Closing or the termination of this Agreement, (i) the Company shall and shall cause its Subsidiaries to operate their business in the ordinary course of business and substantially in accordance with past practice and (ii) the Company shall not and shall cause its Subsidiaries to not, except as contemplated by the Transaction Agreements and the JV Transaction, or as consented to by Investor in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied):
