CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. 18 3.1 GENERAL.........................................................18 3.2
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. COVENANTS; INDEMNITIES Seller and Purchaser agree and covenant as follows:
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. (a) By the Seller.
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. From and after the date of this Agreement until the Closing Date, except to the extent contemplated by this Agreement or otherwise consented to in writing by Buyer:
(a) Seller shall operate its business in the same manner as presently conducted and only in the ordinary and usual course and consistent with past practice, and shall use all reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. Seller shall use all reasonable efforts, consistent with its past practices, to promote its business and shall not take or omit to take any action which causes, or which is likely to cause, any deterioration of their present business or relationships with suppliers or customers.
(b) Seller shall maintain all of its properties and assets, tangible, in substantially the same condition and repair as such properties and assets are maintained as of the date hereof, ordinary wear and tear excepted, and shall take all reasonable steps necessary to maintain and protect its intangible assets. Seller shall not sell, lease or otherwise dispose of any of its assets except in the ordinary course of business consistent with past practice.
(c) Without the prior written consent of Buyer, neither Seller, Xxxxxxx nor Xxxxxxxx shall xxxxx any salary increase to any employee, or enter into any new or amend or alter any existing employment agreement or bonus, incentive compensation, medical reimbursement, life insurance, deferred compensation, profit sharing, retirement, pension, stock option, group insurance, death benefit or other fringe benefit plans or other arrangements for its employees.
(d) Seller shall keep its properties and business insured to the same extent as insured on the date hereof.
(e) Neither Seller, Xxxxxxx, nor Xxxxxxxx shall take any action or omit to take any action that could cause (with or without the giving of notice or the passage of time or both) the breach, default, acceleration, amendment, termination or waiver of or under any Material Agreement or the imposition of any lien, encumbrance, mortgage or other claim or charge against the Assets.
(f) Seller shall maintain its books, accounts and records in accordance with good business practice and generally accepted accounting principles consistently applied.
(g) Neither Seller, Xxxxxxx, nor Xxxxxxxx shall not take any action that would cause its representations and warranties set forth herein not to be true and corre...
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. 32 4.1 Access to Records and Properties...............................................................32 4.2
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. 4.1 Access to Records and Properties. Between the date of this Agreement and the Effective Time of Closing, Seller shall give to Purchaser and its advisors such access to the premises, books and records of Seller, and shall cause the officers, employees and accountants of Seller to furnish such financial and operating data and other information with respect to Seller as Purchaser shall from time to time reasonably request. Without limiting the generality of the foregoing, Seller shall give to Purchaser and its representatives access during normal business hours to the facilities and operations of Seller so that Purchaser may (1) obtain evaluations of the Assets and (2) perform any and all assessing, testing, monitoring and investigating that Purchaser and Seller mutually agree to be necessary with respect to environmental matters concerning Seller, its assets and the operation of the Business. Any investigation pursuant to this Section 4.1 shall be conducted at Purchaser's cost (other than the usual salary of employees of Seller, overhead expenses of Seller and the fees and expenses of counsel and independent public accountants for Seller) and in such manner as not to interfere unreasonably with the business and operations of Seller. Purchaser shall be subject to the Confidentiality Agreement with respect to all information and data gathered as a result of access granted under this Section 4.1, provided that the Confidentiality Agreement shall terminate on the Closing Date.
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. The Seller covenants and agrees with the Buyer that, prior to the Closing, unless the Buyer shall otherwise consent in writing and except as otherwise contemplated by this Agreement, the Seller shall comply, and shall cause the Company to comply, with each of the following:
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. Conduct of NP's and NPB's Business Prior to Closing.......................................... 13 5.2 Submission to Regulatory Authorities............. 17 5.3 Public Announcements............................. 17 5.4 Consents......................................... 18 5.5
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. 5.1 CONDUCT OF NP'S AND NPB'S BUSINESS PRIOR TO CLOSING. NP and NPB each covenant that, prior to Closing:
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. 6.01 INVESTIGATION; OPERATION OF BUSINESS OF TRUCAT. Between the date of this Agreement and the Closing Date:
(a) TRUCAT agrees to give RealAmerica, its agents and representatives, full access to all of TRUCAT's premises and books and records, and to cause TRUCAT's officers to furnish RealAmerica with such financial and operating data and other information with respect to its business and properties as RealAmerica shall from time to time request. Provided, however, that any such investigation shall not affect any of the representations and warranties of TRUCAT hereunder and provided further, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of TRUCAT. In the event of termination of this Agreement, RealAmerica will return to TRUCAT all documents, work papers, and other material obtained from TRUCAT in connection with the transactions contemplated hereby and will keep confidential any information obtained pursuant to this Agreement unless such information is ascertainable from public or published information or trade sources.
(b) Except as set forth in the TRUCAT Disclosure Schedule, TRUCAT, to the extent required for continued operation of the business of TRUCAT without impairment, will use reasonable efforts to preserve substantially intact the business organization of TRUCAT, to keep available the services of the present officers and employees of TRUCAT, and to preserve the present relationships of TRUCAT with persons having significant business relationships with TRUCAT.
(c) Except as set forth on the TRUCAT Disclosure Schedule, prior to Closing, TRUCAT will conduct its business only in the ordinary course and, by way of amplification and not limitation, TRUCAT will not, without the prior written consent of RealAmerica (i) issue any capital stock, or (ii) grant any stock options or warrants or other rights to purchase or otherwise acquire any shares of TRUCAT capital stock or issue any securities convertible into shares of TRUCAT capital stock, or (iii) adopt any employee benefit plans or modify or alter any existing employee benefit plan, or (iv) declare, set aside, or pay any dividend or distribution with respect to the capital stock of TRUCAT, or (v) directly or indirectly redeem, purchase or otherwise acquire any capital stock of TRUCAT, or (vi) effect a split or reclassification of any capital stock of TRUCAT or a recapitalization of TRUCAT, or (vii) amend or change the ...
