ACTIONS PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. Buyer, Seller and the Company covenant and agree to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. From the date hereof through the Closing Date, the Company will not, (a) issue or agree to issue any capital stock or any securities exercisable for, or convertible or exchangeable into, capital stock or (b) purchase, redeem or otherwise acquire any of its capital stock; provided, however, that this Section 9.11 shall not limit, or be applicable to, (i) the transactions contemplated by the Stock Purchase Agreements, including any issuance of capital stock in connection with the transactions contemplated by Sections 9.1 and 9.10 hereof, (ii) grants of options or issuances of Common Stock to officers, directors or employees of the Company pursuant to the current terms of the Company's 1995 Stock Incentive Plan and (iii) the conversion of the Series 1 Preferred or the exercise of existing warrants.
ACTIONS PRIOR TO THE CLOSING DATE. The parties covenant and agree to take the following actions between the date of this Agreement and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date set forth hereinbelow. All references to the Company, unless the context requires otherwise, shall include the Company and each of its Subsidiaries.
ACTIONS PRIOR TO THE CLOSING DATE. Each of the Trust, Starwood Mezzanine and SOFI IV, as applicable, covenants and agrees to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. Between the date hereof and until the Closing Date, DEJ hereby agrees not to, and Blockbuster hereby agrees it will not cause DEJ to, engage in any transaction outside the ordinary course of business.
ACTIONS PRIOR TO THE CLOSING DATE. 68 Section 7.01 Conduct of Business Prior to the Closing 69 Section 7.02 Access to Information 74 Section 7.03 Regulatory and Other Authorizations; Consents 75 Section 7.04 Notification; Cooperation 78 Section 7.05 Shared Contracts 79 Section 7.06 Intercompany Obligations 79 Section 7.07 Intercompany Arrangements 79 Section 7.08 Existing Indemnification Rights 80 Section 7.09 Supplements to Seller Disclosure Schedule 80 Section 7.10 Release 81 Section 7.11 Bank Accounts 82 Section 7.12 Consolidation Restructuring 82 Section 7.13 Transition Services Agreement 83 Section 7.14 Migration and Separation 83 Section 7.15 Assigned Lease 84 Section 7.16 Transfers of Unrelated HLI Assets and Unrelated HLI Liabilities 84 Section 7.17 Suspense Account Obligations 84 Section 7.18 Specified Third-Party Reinsurance Binder 84 Section 7.19 Conveyance of the Windsor Real Property to HFSG 84 Section 7.20 Investor Term Sheet 85 ARTICLE VIII ADDITIONAL AGREEMENTS 86 Section 8.01 Access to Information 86 Section 8.02 Books and Records 86 Section 8.03 Confidentiality 87 Section 8.04 Insurance 88 Section 8.05 Trade Names and Trademarks 89 Section 8.06 Guarantees 91 Section 8.07 Transaction Agreements 91 Section 8.08 Non-Solicitation 91 Section 8.09 Non-Competition 92 Section 8.10 D&O Liabilities 94 Section 8.11 Deletion of Software 94 Section 8.12 Extraordinary Dividend 95 Section 8.13 True-Up Dividend 95 Section 8.14 Seller Affiliated Funds 95 Section 8.15 Certain Group Annuity Contracts 96 Section 8.16 HLI Obligations Relating to Certain Prior Dispositions 96 Section 8.17 Commitments 96 Section 8.18 Further Action 98 Section 8.19 Seller Confidentiality Agreements 99 Section 8.20 Exclusivity 99
ACTIONS PRIOR TO THE CLOSING DATE. Section 7.1 Operations Prior to the Closing Date 64 Section 7.2 Access to Information 68 Section 7.3 Notifications 68
ACTIONS PRIOR TO THE CLOSING DATE. Between the date hereof and the Closing Date, the Buyer shall not take any action which shall cause it to be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement. The Buyer shall use its commercially reasonable efforts to perform all its obligations and satisfy all conditions to Closing to be performed or satisfied by it under this Agreement as soon as practicable, but in no event later than the Closing Date. Until the Closing, the Buyer shall promptly give to Casella written notice upon learning of or having knowledge of any matter that may constitute a breach of any representation, warranty, agreement or covenant of the Buyer contained in this Agreement, which notice shall identify and describe the breach in reasonable detail.
