PRE-CLOSING COVENANTS OF THE PARTIES. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing:
PRE-CLOSING COVENANTS OF THE PARTIES. Section 5.1 Conduct of Business Prior to Closing. 16 Section 5.2 Access and Information 18 Section 5.3 Confidentiality. 18 Section 5.4 Actions to Satisfy Closing Conditions. 19 Section 5.5 Authorizations and Consents. 19
PRE-CLOSING COVENANTS OF THE PARTIES. Section 5.1 Conduct of Business Prior to Closing ........................ 27 Section 5.2 Access for Due Diligence .................................... 29 Section 5.3 Confidentiality ............................................. 30 Section 5.4 Actions to Satisfy Closing Conditions ....................... 31 Section 5.5 Transfer of the Purchased Shares ............................ 31 Section 5.6 Request for Consents and Waivers ............................ 31 Section 5.7 Filings and Authorizations .................................. 32 Section 5.8 Notice of Untrue Representation or Warranty ................. 32 Section 5.9 Exclusive Dealing and Settlement of Schedules ............... 32 (i)
PRE-CLOSING COVENANTS OF THE PARTIES. 7.1 Conduct of Business Prior to Closing.
PRE-CLOSING COVENANTS OF THE PARTIES. SECTION 5.01.
PRE-CLOSING COVENANTS OF THE PARTIES. In addition to their agreements contained in other sections of this Agreement, Purchaser, RFG and the Sellers agree as follows:
PRE-CLOSING COVENANTS OF THE PARTIES. Section 5.1 Conduct of Business Prior to Closing. Except as otherwise contemplated by this Agreement or as required by Law or by written order or directive of a Governmental Entity, during the Interim Period, each Vendor will:
PRE-CLOSING COVENANTS OF THE PARTIES. Section 5.1 Conduct of Business Prior to Closing. 33 Section 5.2 Access for Due Diligence. 37 Section 5.3 Confidentiality. 37 Section 5.4 Actions to Satisfy Closing Conditions. 38 Section 5.5 Request for Material Consents. 38 Section 5.6 Filings and Authorizations; Regulatory Approvals. 38 Section 5.7 Notice of Untrue Representation or Warranty. 40 Section 5.8 No Solicitation. 40 Section 5.9 Intercompany Accounts. 41 Section 5.10 Financial Statements 41 Section 5.11 Comfort Letters 43 Section 5.12 Cooperation with Financing. 43 Section 5.13 Auditor’s Consent and Cooperation. 45 Section 5.14 Financing 46 Section 5.15 Boost GP Options. 46
PRE-CLOSING COVENANTS OF THE PARTIES. 7.1 Conduct of Business of Sellers Prior to Closing During the Interim Period, except as required by applicable Laws or any Governmental Entity, each Seller shall hold, own or lease, as applicable, the Purchased Assets to be conveyed by it to the Buyer in the Ordinary Course and in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, each Seller shall (a) not without the prior written consent of the Buyer, enter into any transaction or refrain from doing any action which, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation hereunder of such Seller;
PRE-CLOSING COVENANTS OF THE PARTIES. 21 5.1 Conduct of Business Before Closing 21 5.2 Purchaser Access 22 5.3 Filings and Authorizations 22 5.4 Notice of Inaccurate Representation or Warranty. 22 5.5 Exclusive Dealing 22 ARTICLE 6 CONDITIONS OF CLOSING 23 6.1 Conditions for the Benefit of Purchaser 23 6.2 Termination by Purchaser 25 6.3 Conditions for the Benefit of Vendors 25 6.4 Termination by Vendors 27
