Common use of Certain Covenants Prior to Closing Clause in Contracts

Certain Covenants Prior to Closing. a. ACS will use their best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 9 hereof and to authorize and consummate, and cause AltaChem to authorize and consummate, all of the transactions herein contemplated. x. XXXX will use its best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 10 hereof and to authorize and consummate all of the transactions herein contemplated. c. Between the date of this Agreement and the Closing Date, AltaChem and ACS shall (a) give BRIA and its authorized representatives full access to all offices, warehouses and other facilities and properties of AltaChem and to the books and records of AltaChem (and permit BRIA to make copies thereof), (b) permit BRIA to make inspections thereof, and (c) cause its officers and its advisors (including, without limitation, its auditors, attorneys, financial advisors and other consultants, agents and advisors) to furnish BRIA with such financial and operating data and other information with respect to the business and properties of AltaChem, and to discuss with BRIA and its authorized representatives the affairs of AltaChem, all as BRIA may from time to time reasonably request. d. Between the date of this Agreement and the Closing Date, AltaChem and ACS shall give notice to BRIA promptly upon AltaChem or ACS becoming aware of (a) any inaccuracy of a representation or warranty set forth in any schedule or (b) any event or status of facts that, if it had occurred or existed on or prior to the date of this Agreement, would have caused any such representation and warranty to be inaccurate, with such notice to describe such inaccuracy, event or status of facts in reasonable detail. e. Between the date of this Agreement and the Closing Date, AltaChem and ACS shall cause (a) copies of all reports and other documents given to the members of the Board of Directors (or any committee thereof) of AltaChem to be delivered to BRIA at the same time and (b) copies of the minutes of all meetings of, and actions taken without a meeting by, the Board of Directors (or any committee thereof) of AltaChem to be delivered to BRIA promptly after the preparation thereof. Between the date of this Agreement and the Closing, AltaChem and ACS shall give BRIA at least 3 days prior notice of any meeting of or action to be taken without a meeting by, the Board of Directors or committee thereof of AltaChem and shall cause AltaChem to permit one individual designated by BRIA to attend each such meeting as an observer. f. Between the date of this Agreement and the Closing Date, BRIA, AltaChem and ACS shall discuss and coordinate with respect to any public filing or announcement concerning any of the contemplated transactions. x. XXXX and ACS shall cause AltaChem to, (a) file with applicable regulatory authorities the applications and related documents required to be filed by them (and prosecute diligently any related proceedings) in order to consummate the contemplated transactions and (b) cooperate with the others as they may reasonably request in connection with the following.

Certain Covenants Prior to Closing. a. ACS will use their best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 9 hereof and to authorize and consummate, and cause AltaChem to authorize and consummate, all of the transactions herein contemplated. x. XXXX (a) The Company will use its best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 10 hereof herein and to authorize and consummate, and cause its officers to authorize and consummate, all of the transactions herein contemplated. (b) DRGR will use its best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained herein and to authorize and consummate all of the transactions herein contemplated. c. (c) Between the date of this Agreement and the Closing Date, AltaChem and ACS the Company shall (a) give BRIA DRGR and its authorized representatives full access to all offices, warehouses and other facilities and properties of AltaChem the Company and to the books and records of AltaChem the Company (and permit BRIA DRGR to make copies thereof), (b) permit BRIA DRGR to make inspections thereof, and (c) cause its officers and its advisors (including, without limitation, its auditors, attorneys, financial advisors and other consultants, agents and advisors) to furnish BRIA DRGR with such financial and operating data and other information with respect to the business and properties of AltaChemthe Company, and to discuss with BRIA DRGR and its authorized representatives the affairs of AltaChemthe Company, all as BRIA DRGR may from time to time reasonably request, subject to the confidentiality and non-disclosure provisions of paragraph #3 above. d. (d) Between the date of this Agreement and the Closing Date, AltaChem and ACS the parties shall give notice to BRIA each other promptly upon AltaChem or ACS becoming aware of (a) any inaccuracy of a representation or warranty set forth in any schedule or (b) any event or status state of facts that, if it had occurred or existed on or prior to the date of this Agreement, would have caused any such representation and warranty to be inaccurate, with any such notice to describe such inaccuracy, event or status state of facts in reasonable detail. e. (e) Between the date of this Agreement and the Closing Date, AltaChem and ACS the Company shall cause (a) copies of all reports and other documents given to the members of the Board of Directors (or any committee thereof) of AltaChem the Company to be delivered to BRIA DRGR at the same time and (b) copies of the minutes of all meetings of, and actions taken without a meeting by, the Board of Directors (or any committee thereof) of AltaChem the Company to be delivered to BRIA DRGR promptly after the preparation thereof. Between the date of this Agreement and the Closing, AltaChem and ACS the Company shall give BRIA DRGR at least 3 three (3) days prior notice of any meeting of or action to be taken without a meeting by, the Board of Directors or committee thereof thereof, of AltaChem the Company and shall cause AltaChem the Company to permit one individual designated by BRIA DRGR to attend each such meeting as an observer. f. Between the date of this Agreement and (f) After the Closing Date, BRIA, AltaChem DRGR and ACS the Company shall discuss and coordinate with respect to any public filing or announcement concerning any of the contemplated transactions. x. XXXX and ACS shall cause AltaChem to, (a) file with applicable regulatory authorities the applications and related documents required to be filed by them (and prosecute diligently any related proceedings) in order to consummate the contemplated transactions and (b) cooperate events associated with DRGR and AGI. TBF shall be responsible for issuing all appropriate press releases and announcements, as well as assist in the others as they may reasonably request in connection with implementation of a strategic plan for public relations and dissemination of promotional materials and to create visibility and public awareness for DRGR/AGI post-closing, unless such obligations are withdrawn by the followingCompany and/or voluntarily undertaken by the Company.

Certain Covenants Prior to Closing. a. ACS The Owner will use their his best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 8 hereof and to authorize and consummate, and cause the Company to authorize and consummate, all of the transactions herein contemplated. b. GMED will use its best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 9 hereof and to authorize and consummate, and cause AltaChem to authorize and consummate, all of the transactions herein contemplated. x. XXXX will use its best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 10 hereof and to authorize and consummate all of the transactions herein contemplated. c. Between the date of this Agreement and the Closing Date, AltaChem the Company and ACS Owner shall (a) give BRIA GMED and its authorized representatives full access to all offices, warehouses and other facilities and properties of AltaChem the Company and to the books and records of AltaChem the Company (and permit BRIA GMED to make copies thereof), (b) permit BRIA GMED to make inspections thereof, and (c) cause its officers and its advisors (including, without limitation, its auditors, attorneys, financial advisors and other consultants, agents and advisors) to furnish BRIA GMED with such financial and operating data and other information with respect to the business and properties of AltaChemthe Company, and to discuss with BRIA GMED and its authorized representatives the affairs of AltaChemthe Company, all as BRIA GMED may from time to time reasonably request. d. Between the date of this Agreement and the Closing Date, AltaChem the Company and ACS Owner shall give notice to BRIA GMED promptly upon AltaChem the Company or ACS Owner becoming aware of (a) any inaccuracy of a representation or warranty set forth in any schedule or (b) any event or status state of facts that, if it had occurred or existed on or prior to the date of this Agreement, would have caused any such representation and warranty to be inaccurate, with any such notice to describe such inaccuracy, event or status state of facts in reasonable detail. e. Between the date of this Agreement and the Closing Date, AltaChem and ACS shall cause (a) copies of all reports and other documents given to the members of the Board of Directors (or any committee thereof) of AltaChem to be delivered to BRIA at the same time and (b) copies of the minutes of all meetings of, and actions taken without a meeting byGMED, the Board of Directors (or any committee thereof) of AltaChem to be delivered to BRIA promptly after the preparation thereof. Between the date of this Agreement Company and the Closing, AltaChem and ACS shall give BRIA at least 3 days prior notice of any meeting of or action to be taken without a meeting by, the Board of Directors or committee thereof of AltaChem and shall cause AltaChem to permit one individual designated by BRIA to attend each such meeting as an observer. f. Between the date of this Agreement and the Closing Date, BRIA, AltaChem and ACS Owner shall discuss and coordinate with respect to any public filing or announcement concerning any of the contemplated transactions. x. XXXX f. GMED shall and ACS Owner shall cause AltaChem the Company to, (a) file with applicable regulatory authorities the applications and related documents required to be filed by them (and prosecute diligently any and related proceedings) in order to consummate the contemplated transactions and (b) cooperate with the others as they may reasonably request in connection with the following.

Certain Covenants Prior to Closing. a. ACS The Shareholders will use their best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 8 hereof and to authorize and consummate, and cause the Company to authorize and consummate, all of the transactions herein contemplated. b. GRG will use its best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 9 hereof and to authorize and consummate, and cause AltaChem to authorize and consummate, all of the transactions herein contemplated. x. XXXX will use its best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 10 hereof and to authorize and consummate all of the transactions herein contemplated. c. Between the date of this Agreement and the Closing Date, AltaChem the Company and ACS Shareholders shall (a) give BRIA GRG and its authorized representatives full access to all offices, warehouses and other facilities and properties of AltaChem the Company and to the books and records of AltaChem the Company (and permit BRIA GRG to make copies thereof), (b) permit BRIA GRG to make inspections thereof, and (c) cause its officers and its advisors (including, without limitation, its auditors, attorneys, financial advisors and other consultants, agents and advisors) to furnish BRIA GRG with such financial and operating data and other information with respect to the business and properties of AltaChemthe Company, and to discuss with BRIA GRG and its authorized representatives the affairs of AltaChemthe Company, all as BRIA GRG may from time to time reasonably request. d. Between the date of this Agreement and the Closing Date, AltaChem the Company and ACS Shareholders shall give notice to BRIA GRG promptly upon AltaChem the Company or ACS Shareholders becoming aware of (a) any inaccuracy of a representation or warranty set forth in any schedule or (b) any event or status state of facts that, if it had occurred or existed on or prior to the date of this Agreement, would have caused any such representation and warranty to be inaccurate, with any such notice to describe such inaccuracy, event or status state of facts in reasonable detail.. 106 e. Between the date of this Agreement and the Closing Date, AltaChem the Company and ACS Shareholders shall cause (a) copies of all reports and other documents given to the members of the Board of Directors (or any committee thereof) of AltaChem the Company to be delivered to BRIA GRG at the same time and (b) copies of the minutes of all meetings of, and actions taken without a meeting by, the Board of Directors (or any committee thereof) of AltaChem the Company to be delivered to BRIA GRG promptly after the preparation thereof. Between the date of this Agreement and the Closing, AltaChem the Company and ACS Shareholders shall give BRIA GRG at least 3 three (3) days prior notice of any meeting of or action to be taken without a meeting by, the Board of Directors or committee thereof thereof, of AltaChem the Company and shall cause AltaChem the Company to permit one individual designated by BRIA GRG to attend each such meeting as an observer. f. Between the date of this Agreement and the Closing Date, BRIAGRG, AltaChem the Company and ACS Shareholders shall discuss and coordinate with respect to any public filing or announcement concerning any of the contemplated transactions. x. XXXX g. GRG and ACS Shareholders shall cause AltaChem the Company to, (a) file with applicable regulatory authorities the applications and related documents required to be filed by them (and prosecute diligently any and related proceedings) in order to consummate the contemplated transactions and (b) cooperate with the others as they may reasonably request in connection with the following.

Certain Covenants Prior to Closing. a. ACS The Company will use their best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 9 hereof and to authorize and consummate, and cause AltaChem to authorize and consummate, all of the transactions herein contemplated. x. XXXX will use its commercially reasonable best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 10 and 12 hereof and to authorize and consummate, and cause its officers to authorize and consummate, all of the transactions herein contemplated. b. XXXX xxxl use commercially reasonable best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 11 and 13 hereof and to authorize and consummate all of the transactions herein contemplated. c. Between the date of this Agreement and the Closing Date, AltaChem and ACS the Company shall (a) give BRIA PENN and its authorized representatives full access to all offices, warehouses and other facilities and properties of AltaChem the Company and to the books and records of AltaChem the Company (and permit BRIA PENN to make copies thereof), (b) permit BRIA PENN to make inspections thereof, and (c) cause its officers and its advisors (including, without limitation, its auditors, attorneys, financial advisors and other consultants, agents and advisors) to furnish BRIA PENN with such financial and operating data and other information with respect to the business and properties of AltaChemthe Company, and to discuss with BRIA PENN and its authorized representatives the affairs of AltaChemthe Company, all as BRIA PENN may from time to time reasonably request. d. Between the date of this Agreement and the Closing Date, AltaChem and ACS the Company shall give notice to BRIA PENN promptly upon AltaChem or ACS the Company becoming aware of (a) any inaccuracy of a representation or warranty set forth in any schedule or (b) any event or status state of facts that, if it had occurred or existed on or prior to the date of this Agreement, would have caused any such representation and warranty to be inaccurate, with any such notice to describe such inaccuracy, event or status state of facts in reasonable detail. e. Between the date of this Agreement and the Closing Date, AltaChem and ACS the Company shall cause (a) copies of all reports and other documents given to the members of the Board of Directors (or any committee thereof) of AltaChem the Company to be delivered to BRIA PENN at the same time and (b) copies of the minutes of all meetings of, and actions taken without a meeting by, the Board of Directors (or any committee thereof) of AltaChem the Company to be delivered to BRIA PENN promptly after the preparation thereof. Between the date of this Agreement and the Closing, AltaChem and ACS the Company shall give BRIA PENN at least 3 three (3) days prior notice of any meeting of or action to be taken without a meeting by, the Board of Directors or committee thereof thereof, of AltaChem the Company and shall cause AltaChem the Company to permit one individual designated by BRIA PENN to attend each such meeting as an observer. f. Between the date of this Agreement and the Closing Date, BRIA, AltaChem PENN and ACS the Company shall discuss and coordinate with respect to any public filing or announcement concerning any of the contemplated transactions. x. XXXX and ACS shall g. PXXX xxxll cause AltaChem the Company to, (a) file with applicable regulatory authorities the applications and related documents required to be filed by them (and prosecute diligently any and related proceedings) in order to consummate the contemplated transactions and (b) cooperate with the others as they may reasonably request in connection with the following.

Certain Covenants Prior to Closing. a. ACS The Shareholders will use their best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 8 hereof and to authorize and consummate, and cause the Company to authorize and consummate, all of the transactions herein contemplated. b. `CLYC' will use its best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 9 hereof and to authorize and consummate, and cause AltaChem to authorize and consummate, all of the transactions herein contemplated. x. XXXX will use its best efforts, and take such other action as may be necessary, to fulfill all of the conditions contained in Paragraph 10 hereof and to authorize and consummate all of the transactions herein contemplated. c. Between the date of this Agreement and the Closing Date, AltaChem the Company and ACS Shareholders shall (a) give BRIA `CLYC' and its authorized representatives full access to all offices, warehouses and other facilities and properties of AltaChem the Company and to the books and records of AltaChem the Company (and permit BRIA `CLYC' to make copies thereof), (b) permit BRIA `CLYC' to make inspections thereof, and (c) cause its officers and its advisors (including, without limitation, its auditors, attorneys, financial advisors and other consultants, agents and advisors) to furnish BRIA `CLYC' with such financial and operating data and other information with respect to the business and properties of AltaChemthe Company, and to discuss with BRIA `CLYC' and its authorized representatives the affairs of AltaChemthe Company, all as BRIA `CLYC' may from time to time reasonably request. d. Between the date of this Agreement and the Closing Date, AltaChem the Company and ACS Shareholders shall give notice to BRIA `CLYC' promptly upon AltaChem the Company or ACS Shareholders becoming aware of (a) any inaccuracy of a representation or warranty set forth in any schedule or (b) any event or status state of facts that, if it had occurred or existed on or prior to the date of this Agreement, would have caused any such representation and warranty to be inaccurate, with any such notice to describe such inaccuracy, event or status state of facts in reasonable detail. e. Between the date of this Agreement and the Closing Date, AltaChem the Company and ACS Shareholders shall cause (a) copies of all reports and other documents given to the members of the Board of Directors (or any committee thereof) of AltaChem the Company to be delivered to BRIA `CLYC' at the same time and (b) copies of the minutes of all meetings of, and actions taken without a meeting by, the Board of Directors (or any committee thereof) of AltaChem the Company to be delivered to BRIA `CLYC' promptly after the preparation thereof. Between the date of this Agreement and the Closing, AltaChem the Company and ACS Shareholders shall give BRIA `CLYC' at least 3 three (3) days prior notice of any meeting of or action to be taken without a meeting by, the Board of Directors or committee thereof thereof, of AltaChem the Company and shall cause AltaChem the Company to permit one individual designated by BRIA `CLYC' to attend each such meeting as an observer. f. Between the date of this Agreement and the Closing Date, BRIA`CLYC', AltaChem the Company and ACS Shareholders shall discuss and coordinate with respect to any public filing or announcement concerning any of the contemplated transactions. x. XXXX g. `CLYC' and ACS Shareholders shall cause AltaChem the Company to, (a) file with applicable regulatory authorities the applications and related documents required to be filed by them (and prosecute diligently any and related proceedings) in order to consummate the contemplated transactions and (b) cooperate with the others as they may reasonably request in connection with the following.