Covenants of Sellers Prior to Closing. Between the date of this Agreement and the Closing:
Covenants of Sellers Prior to Closing. (a) From the Effective Date until the Closing or earlier termination of this Agreement, each Seller or such Seller’s agents shall:
Covenants of Sellers Prior to Closing. Between the date of this Agreement and the Closing (or termination of this Agreement in accordance with its terms) Sellers, jointly and severally, covenant as follows:
Covenants of Sellers Prior to Closing. 5.1 Access and Investigation
(a) Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, Sellers shall (a) afford Buyer and its Representatives and lenders and their Representatives (collectively, “Buyer Group”) reasonable access, during regular business hours, to Sellers’ personnel, the Millersburg Facility and other properties of the Xxxxxxx Business (including subsurface testing), Xxxxxxx Contracts, Governmental Authorizations, books and Records and other documents and data related to the Xxxxxxx Business, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (b) furnish Buyer Group with copies of all Xxxxxxx Contracts, Governmental Authorizations, books and Records and other existing documents and data relating to the Xxxxxxx Business as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information with respect to the Xxxxxxx Business 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 related to the Xxxxxxx Business. The Sellers shall deliver to Buyer complete and correct copies of the Contracts set forth on Part 3.20
(a) (except for (i) customer orders and purchase orders executed in the Ordinary Course of Business and (ii) customer contracts which are listed on the schedule of backlog delivered pursuant to Section 3.4(b)(ii)) as soon as reasonably practicable after the date of this Agreement and shall use Commercially Reasonable Efforts to provide such Contracts to Buyer no later than 15 days prior to the end of the due diligence period reflected in Section 7.9.
(b) Buyer shall have the right to have the Millersburg Facility, the Leased Real Property and the Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Xxxxxxx Facilities and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by Buyer with respect to the Millersburg Facility or the Leased Real Property (if permitted by the applicable Lease), Buyer shall be permitted to have the same performed pursuant to a reasonable written access agreement to be agreed between the parties.
(c) Without limiting the ...
Covenants of Sellers Prior to Closing. 28 5.1. Information........................................................................ 28 5.2. Operations......................................................................... 29 5.3. Negative Covenants................................................................. 29 5.4.
Covenants of Sellers Prior to Closing. DATE 37 Section 6.1 Access and Investigation 37 Section 6.2 Operation of the Businesses of the Acquired Companies 38 Section 6.3 Filings and Notifications; Cooperation 38 Section 6.4 Notice 39 Section 6.5 Payment of Indebtedness by Related Persons 39 Section 6.6 Reasonable Efforts 39 Section 6.7 Exclusivity 39
Covenants of Sellers Prior to Closing. 6.1 ACCESS AND INVESTIGATION Sellers agree that, prior to the Closing Date, Buyer shall be entitled, through its officers, employees, consultants and representatives, to make such investigation of the Acquired Business and such examination of the books and records and financial and operating data of Sellers related to the Acquired Business, the Assets and the Assumed Liabilities, and to have access to the officers and key employees of Sellers in connection with the Acquired Business, as it reasonably requests, including, at Buyer's cost and expense, to the extent necessary to qualify as a Baseline Environmental Assessment ("BEA") or such comparable standard provided pursuant to a state law and to the extent necessary for Buyer to obtain state prospective purchaser protection and/or federal prospective purchaser liability protection under 42 U.S.C. section 9607(r) as "all appropriate inquiry" from U.S. EPA or to qualify Buyer as a "bona fide prospective purchaser" under 42 U.S.C. section 9601(40). In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer, at Buyer's cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by Buyer, Sellers shall permit Buyer to have the same performed at Buyer's cost and expense. Any such investigation and examination shall be conducted upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Legal Requirements. Sellers shall cause their respective officers, employees, accountants, attorneys and other representatives to cooperate with Buyer and Buyer's representatives in connection with such investigation, examination and access, and Buyer and its representatives shall cooperate with Sellers and their representatives and shall use their reasonable efforts to minimize any disruption to their business, in each case, at Buyer's cost and expense.
Covenants of Sellers Prior to Closing. 5.1 ACCESS AND INVESTIGATION Subject to the Confidentiality Agreement dated May 15, 2002, and the Letter of Intent dated September 3, 2002, relating to the Contemplated Transactions, between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyers, Sellers shall (and Shareholders shall cause Sellers to) (a) afford Buyers, Xxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and Buyers legal counsel, tax, financial and environmental advisors, and prospective lenders (collectively, "Buyer Group") reasonable access, during regular business hours, to (i) the following
Covenants of Sellers Prior to Closing. 35 5.1 Information.................................................................................... 35 5.2 Operations..................................................................................... 35 5.3
Covenants of Sellers Prior to Closing. 5.1 Operation of the Business of Sellers
(a) conduct its Business only in the Ordinary Course of Business;
(b) maintain the Transferred Assets in a state of repair and condition as exists at the date of this Agreement (normal wear and tear excepted) and is consistent with the requirements and normal conduct of such Seller’s business;
(c) use Best Efforts to comply in all material respects with all applicable Legal Requirements;
(d) maintain all books and records of such Seller relating to such Seller’s business in the Ordinary Course of Business;
(i) give or cause to be given to Buyer and its Representatives, reasonable access during normal business hours to the Transferred Assets, books and records relating to the Business, and Sellers’ personnel, and (ii) furnish or cause be furnished to Buyer and such Representatives all such additional documents, financial information and other information as Buyer may from time to time reasonably request;
(f) use its Best Efforts to obtain in writing as promptly as possible all necessary Consents, in each case in form and substance reasonably satisfactory to Buyer;
