Pre-Closing Covenants and Agreements. The parties hereto covenant and agree to perform or take any and all such actions to effectuate the following from the date hereof until the earlier of the Closing Date or the termination of this Agreement:
Pre-Closing Covenants and Agreements. The Shareholders and the Company jointly and severally agree as set forth in Exhibit 4.6 attached hereto.
Pre-Closing Covenants and Agreements. Each of the Parties agrees as follows with respect to the period between the date of this Agreement and the Closing:
Pre-Closing Covenants and Agreements. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.
Pre-Closing Covenants and Agreements. After the date hereof and prior to the Effective Time (unless otherwise agreed to in writing by all of the Parties):
Pre-Closing Covenants and Agreements. Parent, Sub and the Company (as applicable) covenant and agree as follows:
Pre-Closing Covenants and Agreements. From and after the date hereof and until the occurrence of a Termination Event, Seller hereby covenants and agrees as follows:
Pre-Closing Covenants and Agreements. 19 SECTION 6.1. Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 SECTION 6.2. Best Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 SECTION 6.3. Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 SECTION 6.4. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 SECTION 6.5. Corporate Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 6.6.
Pre-Closing Covenants and Agreements. 5.1. Conduct of Business of Trailblazer and the Group Companies. Except as contemplated or permitted by this Agreement or as may be required by applicable Requirements of Law, during the period from the date hereof to the Closing Date, Trailblazer shall cause each Group Company to (i) conduct its business in all material respects in the Ordinary Course of Business, (ii) use its respective commercially reasonable efforts to preserve intact its business organization, keep available the services of its present officers and employees, preserve its assets and properties and preserve its relationships with customers, suppliers, merchants, partners, subscribers, licensors, licensees, and other third parties, all with the goal of preserving unimpaired the goodwill and ongoing businesses of such Group Company at and following the Closing; and (iii) pay all material Taxes when due and file all material Tax Returns when due. From the date hereof to the Closing, except as set forth in Section 5.1 of the Disclosure Schedule and as expressly contemplated by the Transaction Documents, Trailblazer shall not (x) take the actions set forth in clauses (d)(ii), (d)(iii), (d)(iv) and (f) or (y) cause or permit any Group Company to take any of the following actions, in each case without the prior consent of Investor:
Pre-Closing Covenants and Agreements. 10 Section 7.01 Antitrust Notification 10 Section 7.02 Certain Notifications and Other Obligations of Seller 11 Section 7.03 Marketing 12 Section 7.04 Exclusivity; No Solicitation 12 Article VIII. INDEMNIFICATION 13 Section 8.01 Indemnification 13 Section 8.02 Indemnification Procedures 13 Section 8.03 Direct Claims 14 Section 8.04 Limitations on Indemnification 14 Section 8.05 Exclusive Remedy 14 Article IX. TERMINATION 15 Section 9.01 Termination Prior to Closing 15 Section 9.02 Effect of Termination 15 Article X. ADDITIONAL COVENANTS 16 Section 10.01 Further Assurances 16 Section 10.02 Compliance with Legal Requirements 16 Section 10.03 Nondisclosure 16 Section 10.04 Disclosures Concerning this Agreement 17 Section 10.05 Expenses 17 Article XI. GENERAL PROVISIONS 17 Section 11.01 Survival 17 Section 11.02 Transfer Taxes and Fees 18 Section 11.03 Notices 18 Section 11.04 Construction 19 Section 11.05 Counterparts 20 Section 11.06 Entire Agreement 20 Section 11.07 Assignment 20 Section 11.08 Severability 20 Section 11.09 Remedies Cumulative 21 ii Section 11.10 Governing Law 21 Section 11.11 Waiver of Jury Trial 21 Section 11.12 Amendment; Extension; Waiver 21
