Additional Pre Closing Covenants. Until the Closing, each of the parties hereto hereby agrees to keep, perform and fully discharge the following covenants and agreements:
Additional Pre Closing Covenants. The parties additionally agree as follows with respect to the period between the execution of this Agreement and the Closing:
Additional Pre Closing Covenants. Subject to the terms and conditions herein provided, prior to the Closing, each of the Parties shall:
Additional Pre Closing Covenants. The parties agree as follows with respect to the period between the execution of this Agreement and the Closing:
Additional Pre Closing Covenants. From the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with Article VI, the Company shall use its commercially reasonable efforts:
Additional Pre Closing Covenants. (a) OPERATION OF BUSINESS. Between the date hereof and the Closing Date, Seller shall not, with respect to the Acquired Assets and the Business, engage in any practice, take any action, or enter into any transaction outside the ordinary course of business without Buyer's consent. Without limiting the generality of the foregoing, Seller shall not (i) declare, set aside, or pay any dividend or make any distribution (except in cash, Seller's stock, marketable securities or other assets not included within the Acquired Assets) with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock, or (ii) otherwise engage in any practice, take any action, or enter into any transaction of the sort described in SECTION 3.7 above.
Additional Pre Closing Covenants. In addition, prior to Closing, Seller shall (i) take all actions reasonably necessary to make Seller’s Stratix ERP System and general ledger access available for Buyer’s utilization of the same as a Service (as defined in the Transition Services Agreement) as provided in the Transition Services Agreement; (ii) take all actions reasonably necessary to make Seller’s EDI capabilities associated with both vendors and customers at the Acquired Facilities available for Buyer’s utilization of the same as a Service (as defined in the Transition Services Agreement) as provided in the Transition Services Agreement; (iii) provide Buyer with all inventory and customer information related to the Inventory Facilities so that the Buyer can set up this information in its legacy ERP system prior to Closing; and (iv) assist Buyer with establishing all employees of Seller listed in Section 6.03(a)(i) and Section 6.03(a)(ii) of the Disclosure Schedules in Buyer’s payroll system and benefit programs. If this Agreement is terminated in accordance with Section 8.01 hereof, Buyer shall promptly deliver to Seller or destroy all data, materials and other information provided to Buyer pursuant to this Section 6.02(b), whether in the possession or control of Buyer, any of Buyer’s Affiliates or Representatives or any other Person (with such destruction certified in writing to Seller by an authorized officer of Buyer supervising such destruction), and Buyer and Buyer’s Representatives shall not retain any copies, extracts or other reproductions (in whatever medium) in whole or in part of such data, materials and other information.
Additional Pre Closing Covenants. (a) Except as required by this Agreement, no resolution of the directors, owners, members, partners or shareholders of any Group Company shall be passed, nor shall any Contract or commitment be entered into, in each case, prior to the First Closing without the prior written consent of the Investors, except that the Group Companies may carry on their respective business in the same manner as heretofore and may pass resolutions and enter into Contracts so long as they are effected in the ordinary course of business. Furthermore, each Group Companies shall conduct its business in a manner, and otherwise to use its best efforts, so as to ensure that the representations and warranties made by the Warrantors in this Agreement continue to be true and correct on and as of the date of the First Closing as if made on and as of that date. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the First Closing Date, the Warrantors shall not take any of the actions set forth in Section 9.1 or 9.2 of the Shareholders Agreement without the prior written consent of the Investors.
Additional Pre Closing Covenants
