Covenants of Seller Prior to Closing Date. 5.1 ACCESS AND INVESTIGATION
Covenants of Seller Prior to Closing Date. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Seller will, and will cause each Acquired Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to each Acquired Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request.
5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES Between the date of this Agreement and the Closing Date, Seller will, and will cause each Acquired Company to:
(a) conduct the business of such Acquired Company only in the Ordinary Course of Business;
(b) use his Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company;
(c) confer with Buyer concerning operational matters of a material nature; and
(d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired Company.
Covenants of Seller Prior to Closing Date. A. Access and Investigation. Between the date of this Agreement and the Closing Date, Seller will (and the General Partner will cause Seller to): (a) afford Buyer and its representatives and prospective Financing Sources and their representatives (collectively, "Buyer's Advisors") full and free access to Seller's personnel, properties, Contracts, books and records, financial and operating data and other information and documents pertaining to the Acquisition Assets and the Business, (b) furnish Buyer and Buyer's Advisors with copies of all such Contracts, books and records, and other existing documents and data as Buyer may reasonably request, (c) furnish Buyer and Buyer's Advisors with such additional financial, operating and other relevant data and information as Buyer may reasonably request, and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition of Seller, the Acquisition Assets and the Business. Seller shall cause its accountants to cooperate with Buyer and to disclose the results of audits and financial statement reviews relating to Seller and/or to the Facility and to produce the work papers relating thereto. No such investigation by Buyer or its representatives shall affect any of the Seller's representations and warranties in this Agreement or Buyer's right to rely thereon. Buyer shall conduct its investigation hereunder in such manner as will not cause any unreasonable disruption to the business of the Facility.
Covenants of Seller Prior to Closing Date. Seller hereby covenants and agrees that between the date of this Agreement and the Closing Date:
Covenants of Seller Prior to Closing Date. 8.1 Modifications to Applicable Contracts, Tenant Leases, or Governmental Authorizations.
Covenants of Seller Prior to Closing Date. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Seller will, and will cause the Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") reasonable access during normal business hours to the Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data (provided, however, to the extent Buyer deems subsurface testing to be necessary, Buyer will coordinate with Seller to ensure (i) minimum disruption of the business of the Company, (ii) that such subsurface testing will be subject to such reasonable terms and conditions as Seller may impose including indemnity of Seller and the Company for all liabilities and expenses relating to or caused by such testing and (iii) that a representative of Seller will be present at all times and shall be entitled to obtain split samples), (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request.
5.2 OPERATION OF THE BUSINESSES OF THE COMPANY Between the date of this Agreement and the Closing Date, unless Buyer consents otherwise, Seller will, and will cause the Company to:
(a) conduct the business of the Company only in the Ordinary Course of Business (except for the continuance of the Company to Nova Scotia and the consummation of the Amalgamation);
(b) use its Best Efforts (consistent with its past practices) to preserve intact the current business organization of the Company, keep available the services of the current officers, employees, and agents of the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Company;
(c) confer with Buyer concerning operational matters of a material nature; and
(d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of the Company.
Covenants of Seller Prior to Closing Date. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Seller will, and will cause the Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to the Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request.
Covenants of Seller Prior to Closing Date. 6.1. Operation of the Businesses of the Company Between the Effective Date and the Closing Date, Seller will cause the Company to:
(a) conduct its business only in the Ordinary Course of Business;
(b) use its reasonable best efforts to preserve intact its current business organization and that of its subsidiaries, keep available the services of its current officers, employees, and agents, and maintain the relations and goodwill with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with it;
(c) not declare any dividend or make any distribution or payment of any kind to Seller or to any other Person except for payments in the Ordinary Course of Business;
(d) provide the Buyer with any requested information regarding Seller and the Company and consult with the Buyer on the manner of conduct of its business and take into account any reasonable requests of the Buyer;
(e) use reasonable endeavors to preserve the goodwill of its business;
(f) operate its business in accordance with its usual business practices as a going concern with all due care and in accordance with normal and prudent oilfield practice and in compliance with all Legal Requirements, licenses, permits and contracts which may apply;
(g) meet all of its routine obligations in the course of carrying on its business, including (without limitation) ensuring that any and all obligations with respect to the Licenses are fulfilled;
(h) not acquire or dispose of any material asset other than (with the prior consent of the Buyer, which will not be unreasonably withheld) except for the acquisition or sale of tangible assets in the Ordinary Course of Business;
(i) not allow for any Encumbrance to be placed on any assets;
(j) promptly notify the Buyer of any Action or Material Adverse Change which may occur, be threatened, brought, asserted or commenced against it, its officers or directors, involving its business or assets;
(k) not enter into, or amend in a material respect, or terminate, any Material Contract, or enter into (or make any binding offer to enter into) any other obligation which is not in the Ordinary Course of Business;
(l) not enter into any employment contract or hire any new employee, or renew or amend any existing material employment contract;
(m) not make any Tax election or settle or compromise any income tax liability, unless that election, settlement or compromise is required by law and is supported by an opinion of counsel, or is...
Covenants of Seller Prior to Closing Date. 8.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Seller will (a) afford Buyer and its affiliates and representatives full and free access to Seller's personnel, contracts, books and records, and other documents and data, (b) furnish Buyer with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer with such additional financial, operating, and other data and information as Buyer may reasonably request.
Covenants of Seller Prior to Closing Date. Seller, as of the date of this Amendment, hereby confirms its compliance with the Covenants set forth in ARTICLE 5 of the Agreement to the date of this Amendment, and restates the covenants set forth therein effective as of the date of this Amendment, with the exception that when used therein, the term “Acquired Companies” or “each Acquired Company” refers only to GSE and GSS.
