Certain Understandings and Agreements. 5.1. Conduct of Seller Prior to Closing. From the date hereof through the Closing Date, Seller shall operate the Facility in the ordinary course and shall not take any action inconsistent therewith, except as otherwise permitted by this Agreement or consented to by Buyer in writing. In connection therewith, Seller shall operate the Fixed Assets and systems comprising the Facility in a safe manner, using qualified, competent, and, if necessary, licensed personnel. Without limiting the generality of the foregoing, Seller shall: (a) keep full and complete Books and Records in all material respects; (b) maintain in full force and effect adequate insurance policies covering property, casualty, and general liability on the Assets; (c) take such commercially reasonable action as may be necessary to preserve the Facility and the Assets in good condition, normal wear and tear excepted; (d) use its commercially reasonable efforts to preserve the Facility and the Assets intact, and to preserve for Buyer the goodwill of the suppliers, customers and others having business relations with Seller in connection with the Facility; and (e) comply in all material respects with all Laws applicable to Seller in the ownership and operation of the Facility.
Certain Understandings and Agreements. 12 5.1. Best Efforts...................................................12 5.2. Public Announcements...........................................12 5.3. Confidentiality................................................12 5.4. Taxes..........................................................13 5.5. Private Letter Ruling Repurchase Option........................13 5.6.
Certain Understandings and Agreements. It is expressly understood and agreed by BND and Agent that Agent (i) is not acting as an underwriter, broker or dealer in connection with the Distribution (by nature of the fact that, among other things, the Distribution is being made as a dividend to BDSI stockholders as of a set date), (ii) is only providing informational and advisory services to or on behalf of BND in connection with the Distribution and to no other person or entity, and (iii) Agent is not authorized to undertake any solicitation, brokerage, underwriting or any similar activities on behalf of BND, BDSI or any other person or entity in connection with the Distribution. BND and Agent further agree that this agreement is intended to qualify as services provided in connection with an exempted offering as contemplated by NASD Rule 2710(b)(8)(I).
Certain Understandings and Agreements. 7.1 Form 8-K. Company shall file a current report on Form 8-K within 15 days of the Closing in compliance with the Exchange Act, with the audited financial statements of Acquiree (the "Audit") and the pro forma statements required by the Exchange Act via amendment of the Form 8-K within 75 days of the Closing, and will otherwise comply with the reporting requirements of the Exchange Act and all material requirements of NASDAQ following the Closing.
Certain Understandings and Agreements. The Company realizes that Xxxxxxxx has a variety of business interests and relationships with respect to such business investments that are ongoing. The Company understands that Xxxxxxxx is not prepared to terminate these interests, relationships or activities in order to enter into this Agreement. After due consideration of these factors, the Company has determined that the benefits to the Company from Xxxxxxxx’x services under this Agreement outweigh any detriment to the Company from the pursuit by Xxxxxxxx of such other interests, relationships or activities while serving under this Agreement. Accordingly, the parties have reached the agreements contained in this Section 7:
Certain Understandings and Agreements. 49 6.01 Conduct of Seller Prior to Closing.............................49 6.02
Certain Understandings and Agreements. 5.01 SWEA International Covenants. SWEA International hereby covenants and agrees that it will:
Certain Understandings and Agreements. Section 5.1 Conduct of the Business. From the date of this Agreement to the Closing Date, other than as expressly permitted by any other provision of this Agreement or as expressly set forth in Section 5.1 of the Seller Disclosure Schedule, unless Buyer has consented in writing thereto (which consent shall not be unreasonably withheld or delayed), Seller:
Certain Understandings and Agreements. 4.01 Prior to Closing, the Seller shall obtain all necessary consents and waivers to its sale of the LNG Companies to Purchaser and shall cause the LNG Companies to conduct their business in the ordinary course, to maintain all insurances, and to comply with all laws. Purchaser shall also cause each of the LNG Companies to give to authorized representatives of Purchaser full access to their books, records, and physical facilities.
Certain Understandings and Agreements. 7.1Audit; Form 8-K. On or prior to Closing, and as a condition thereto, ECS and PTI shall deliver to Company audited financial statements conforming to the requirements of the Exchange Act as of and for the year ended December 31, 1996 and the seven months ended July 31, 1997 (the "Audit"). The Audit shall be accompanied by an unqualified opinion of Xxxxxx & Xxxxxxxx L.L.P., which is an independent accounting firm. Company shall file a current report on Form 8-K within 15 days of the Closing in compliance with the Exchange Act, with the Audit and the pro forma statements required by the Exchange Act, and will otherwise comply with the reporting requirements of the Exchange Act following the Closing.
