Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
Action Prior to Closing. Upon the execution hereof until the Closing date,
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the financial statements,
Action Prior to Closing. From and after the date of this Agreement until the Closing, and except as set forth in the Disclosure Schedules or as permitted or contemplated by this Agreement, unless the Buyer otherwise consents in advance in writing (which consent shall not be unreasonably withheld, conditioned, or delayed), the Seller will, and the Seller will cause each Subsidiary to do, all of the following:
Action Prior to Closing. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing:
Action Prior to Closing. From the date of this Agreement until the Closing Date, the Sellers will use their commercially reasonably efforts to cause the Company to (a) conduct its operations only in the ordinary course, in substantially the manner as heretofore conducted and in accordance with all applicable material laws, rules, regulations, orders, approvals, authorizations, exemptions, classifications and registrations applicable to the Company or relating to its operations, (b) maintain its property in substantially the same condition and repair as of the date hereof, except for reasonable wear and tear, (c) perform in all material respects all of the respective obligations under all contracts listed in SCHEDULE 3.16, and not amend, alter or modify any material provision of any such contract or enter into any new contract or transaction involving consideration in excess of $25,000 or dispose of any asset having a value in excess of $25,000 without the prior written consent of the Buyer, (d) use its commercially reasonably efforts to maintain the existing relationships of the Company with its suppliers and customers, (e) use its commercially reasonable efforts to keep available the services of its present officers and employees, (f) promptly deliver to the Buyer interim financial statements as regularly prepared for its internal use, which financial statements shall be in accordance with the last sentence of Section 3.5, (g) not pay any dividends or distributions on its capital stock, or issue or redeem any shares of capital stock or any options, warrants or other rights to purchase or acquire capital stock, (h) confer on a regular and frequent basis with representatives of the Buyer to report material operational matters and the general status of ongoing operations, and (i) not, without the prior written consent of the Buyer, take any action or engage in any transaction not expressly permitted by this Section 5.1 or otherwise contemplated by this Agreement which would cause any of the representations made by the Sellers herein to be untrue in any material respect as of the Closing Date or a material breach of the terms and conditions of this Agreement.
Action Prior to Closing. Except as may be required by law, neither the Company nor Investor shall take any action that would adversely affect the Company's and Investor's ability, respectively, to execute, deliver or perform this Agreement or the Related Agreements or that would cause any documents delivered by the Company or Investor pursuant to the terms of this Agreement or the Related Agreements, or any representation or warranty made by the Company or Investor herein, not to be true in all material respects on the applicable Closing Dates.
Action Prior to Closing. From and after the date of this Agreement until the Closing Date and except as set forth in the Columbus Schedules or as permitted or contemplated by this Agreement, TDI and Columbus, respectively, will each:
Action Prior to Closing. 5.1 Hxxx-Xxxxx-Xxxxxx Filings. If required, Seller and Purchaser Parent shall each as soon as possible, but in no event later than 45 days prior to the Closing Date, file the notifications required to be filed by them with respect to the transaction contemplated by this Agreement under the provisions of the Hxxx-Xxxxx-Xxxxxx Anti-trust Improvements Act of 1976, Public Law No. 94-435, and any rules and regulations thereunder (“HSR Notifications”). Seller and Purchaser Parent shall cooperate with each other in responding to any governmental inquiry or request for further information with respect to such notifications, but neither party shall be required to defend any action that asserts the transactions contemplated by this Agreement constitute a violation of law. Seller and Purchaser Parent shall each pay one-half (1/2) of the Hxxx-Xxxxx-Xxxxxx filing fee and shall each bear their own expenses (including attorneys’ fees) in making the required filings. Seller agrees to cooperate with Purchaser Parent in order to determine the applicability of any exemptions to filing the HSR Notifications, including but not limited to exemptions for non-productive property.
Action Prior to Closing. From and after the date of this Agreement until the Closing Date, GP will:
