Certain Covenants and Other Matters. 6.1. Corporate Examinations and Investigations By Incubate . Between the date hereof and the Closing Date, Organitech agrees to cooperate (and to cause Organitech and its officers employees, consultants, agents, attorneys and accountants to cooperate) fully with Incubate and with its counsel, accountants and representatives in the conduct of their Due Diligence investigation of Organitech from legal, environmental, insurance, valuation and solvency perspectives and, in connection with such Due Diligence investigation, to grant to Incubate and such representatives access to the properties, books and records, contracts, employees, customers, creditors, landlords, vendors and suppliers of Organitech (the "Incubate Due Diligence Investigation"). Incubate will use its best efforts to complete the Incubate Due Diligence Investigation as promptly as reasonably practicable.
Certain Covenants and Other Matters. Section 6.1(p) of the Agreement and Plan of Merger is hereby deleted in its entirety and replaced with the following:
Certain Covenants and Other Matters. 30 6.1. Conduct of Business. . . . . . . . . . . . . . . . . 30 6.2.
Certain Covenants and Other Matters. PENDING THE CLOSING 30 5.1. Conduct of the Business Prior to Closing 30 5.2. Negative Covenants 30 5.3. Access 32 5.4. Cooperation; Commercially Reasonable Efforts 32 5.5. No Negotiation 32 5.6. Publicity 33 ARTICLE VI CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER 33 6.1. Representations and Warranties 33 6.2. Compliance with Agreement 33 6.3. No Litigation 33 6.4. No Material Adverse Effect 33 6.5. Required Consents 33 6.6. Permits 33 6.7. Payoff Letters 34 6.8. Deliveries at Closing 34 ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLERS 34 7.1. Representations and Warranties 34 7.2. Compliance with Agreement 35 7.3. No Litigation 35 7.4. Deliveries at Closing 35 ARTICLE VIII INDEMNITIES AND ADDITIONAL COVENANTS 35 8.1. Survival of Representations, Warranties, Covenants and Obligations 35 8.2. Sellers’ Indemnity 36 8.3. Buyer’s Indemnity 37 8.4. Liabilities for Taxes in Straddle Periods 38 8.5. Books and Records; Further Assurances 38 8.6. Use of “Armada/Xxxxxxx” Name 39 8.7. Employment Matters 39 8.8. Insurance Matters 41 ARTICLE IX TERMINATION 42 9.1. Termination 42 9.2. Rights on Termination; Waiver 43 ARTICLE X MISCELLANEOUS 43 10.1. Entire Agreement; Amendment; Waiver 43 10.2. Expenses and Fees 43 10.3. Governing Law 43 10.4. Assignment 44 (ii) 10.5. Judicial Proceedings; Waiver of Jury Trial 44 10.6. Notices 45 10.7. Counterparts 45 10.8. Headings 45 10.9. Severability 45 10.10. No Reliance 46 10.11. Parties in Interest 46 10.12. Specific Performance 46 10.13. Sellers’ Indemnity Guaranty 46 SCHEDULES Schedule 1.1 Additional Assumed Contracts Schedule 1.2 Additional Purchased Assets Schedule 2.2(d) Working Capital “True Up” Methodology Schedule 3.3(a) Violations, Conflicts Schedule 3.3(b) Required Consents Schedule 3.7(a) Construction Contracts Schedule 3.7(b) Construction Bids Schedule 3.7(c) Performance Bonds Schedule 3.10(b) Leased Real Property Schedule 3.12 Affiliated Transactions Schedule 3.14(a) Tax Matters Schedule 3.16(a) Non-Environmental Law Permits Schedule 3.17(g) Environmental Law Permits Schedule 8.7(c) Transferred Employees EXHIBITS Exhibit A - Assignment and Assumption Agreement Exhibit B - Xxxx of Sale Exhibit C - Buyer’s Closing Certificate Exhibit D - Leased Real Property Assignment and Assumption Agreement Exhibit E - Sellers’ Closing Certificate
Certain Covenants and Other Matters. 38 6.1. Confidentiality Agreement......................................................................38 6.2. Restriction on Certain Discussions and Actions.................................................38 6.3. Conduct of Business............................................................................39 6.4. Conduct of the Company. ......................................................................41 6.5.
Certain Covenants and Other Matters. Section 6.1 Corporate Examinations and Investigations ----------- -----------------------------------------
Certain Covenants and Other Matters. 26 Section 6.1. Due Diligence Examinations and Investigations........................................... 26 Section 6.2. Confidentiality Agreement............................................................... 27 Section 6.3. Restriction on Certain Discussions and Actions.......................................... 28 Section 6.4. Conduct of Business Prior to the Closing................................................ 28 Section 6.5. Notice to Purchaser..................................................................... 29 Section 6.6.
Certain Covenants and Other Matters. Section 6.1. Due Diligence Examinations and Investigations. Between the date hereof and the Closing Date, Seller agrees to cooperate (and to cause its officers, employees, consultants, agents, attorneys and accountants to cooperate) fully with Purchaser and with their respective counsel, accountants and representatives in (i) the conduct of their due diligence investigation of the Purchased Assets, the Business, and the Assumed Liabilities and, in connection with such due diligence investigation, to grant to Purchaser and such representatives access to the properties, records and, with the prior consent of Seller (which shall not be unreasonably withheld), employees, customers, creditors, vendors and suppliers of Seller, and (ii) obtaining those instruments referred to in paragraphs (C) and (D) of Section 3.1(b)(iii) hereof. Purchaser will use its best efforts to complete its due diligence investigation as promptly as reasonably practicable.
Certain Covenants and Other Matters. 20 Section 5.1 Conduct of the Company......................................................... 20 Section 5.2 Litigation..................................................................... 22 Section 5.3 Access to Information.......................................................... 22 Section 5.4 Publicity...................................................................... 23 Section 5.5 Antitrust Notification......................................................... 23
