Covenants of the Parties Prior to Closing. 7.1 Legal, Environmental and Accounting Diligence. Until the Closing Date, VCP agrees and shall give reasonable access for Xxxxxxxx and its representatives to continue its due diligence audit of the Business, which shall be limited to (i) the Business Employees, (ii) the accounting books and records relating to the Business as well as corporate documents of Newco and the Contracts, (iii) the Owned Real Estate to be transferred to Newco, and (iv) a technical environmental due diligence of the Business premises including, but not limited to, the existence of any soil or water contamination.
Covenants of the Parties Prior to Closing. Each of the parties ----------------------------------------- shall use all reasonable efforts to do all things necessary to fulfill the conditions set forth in Articles 2 and 3 herein, and take all actions necessary ---------- - to comply with the applicable federal and state securities laws in connection with the purchase and sale of the Purchased Shares and the issuance of the Notes.
Covenants of the Parties Prior to Closing. The Company and the ----------------------------------------------- Purchasers hereby covenant to and agree with the other that between the date hereof and the Closing:
Covenants of the Parties Prior to Closing. DATE 5.1 Conduct of Business . From the date hereof through the Closing Date, except as contemplated by this Agreement or disclosed on Schedule 5.1, Seller agrees: (a) Not to undertake (nor permit to be undertaken) any of the actions specified in Section 3.7; (b) To operate the Business in a reasonable and prudent manner, to conduct Seller's operations in respect to the Business according to the ordinary and usual course consistent with past practice, to preserve intact in respect to the Business Seller's present business organization and structure, to keep available in respect to the Business the services of Seller's present employees, to use reasonable commercial efforts to preserve and maintain the Purchased Assets (including without limitation, the machinery and equipment included in the Purchased Assets) in the condition they were in on November 19, 2003 (ordinary wear and tear excepted), to preserve Seller's rights to be assigned to Purchaser hereunder, and to use best efforts to preserve in respect to the Business Seller's relationships with and retain all suppliers, independent contractors, employees and other Persons material to the operation of such Business; (c) To maintain in the ordinary course of the Business, consistent with past practice and in accordance with any applicable Contracts, the Tangible Personal Property and the Real Property, in the condition that such Assets were in on November 19, 2003, ordinary wear and tear excepted; (d) To maintain the Books and Records in respect to the Business in the usual and ordinary manner and in a manner that fairly and correctly reflects the costs and expenses, Assets and Liabilities of Seller in accordance with GAAP; (e) To pay all account and trade payables in respect to the Business in the ordinary course of the Business; (f) Not to incur any Liability in respect to the Business (other than Liabilities incurred in the ordinary course of the Business, consistent with past practice); (g) Not to sell, transfer, convey, assign or otherwise dispose of any Purchased Assets, except in the ordinary course of the Business consistent with past practice; and not to create, incur, assume or suffer to exist any Lien on any Purchased Assets, other than Liens that may exist on the date hereof; (h) Not to terminate, modify, amend, waive or otherwise alter or change any of the material terms or provisions of any Assigned Contract or create any default under the terms of any Contract or pay any amount not require...
Covenants of the Parties Prior to Closing. During the period from the date of this Agreement and continuing until the Closing or earlier termination of this Agreement:
Covenants of the Parties Prior to Closing i. Section 6.1(a)(iv) of the Share Exchange Agreement is hereby deleted in its entirety and the following is inserted in its place: “make any capital expenditures, other than from funds received in the Subsequent Company Private Placement, in excess of (A) $1,000,000 per month in the aggregate, solely related to the Exchange and Custody platform as set forth in the Company’s financial projections provided to Purchaser (the “Company Platform”), and (B) $500,000 (individually or in the aggregate) outside of the Company Platform;”
Covenants of the Parties Prior to Closing. 5.1Access. From and after the Prior Agreement Date until the Closing or the earlier termination of this Agreement (the “Interim Period”), the Company Entities shall (a) provide the Buyer and its Representatives reasonable access to books, records, properties and persons (including Representatives) of the Company Entities; provided, however, that such access shall be subject to prior reasonable approval by the Company and no such inspection shall take place and no employees or physicians associated with the Company Entities or the Businesses shall be contacted by the Buyer or any of its Affiliates or Representatives without first coordinating such inspection or contact in writing with the Company. Except as otherwise set forth in this Agreement, all disclosures of information shall be consistent with joint defense agreements and the Buyer shall, and shall cause its Representatives to, abide by the terms of the applicable Confidentiality Agreement with respect to any access or information provided pursuant to this Section 5.1. The Buyer and the Buyer’s Representatives right of access shall be exercised during normal business hours and in such a manner as not to interfere unreasonably with the operations of the Company Entities and to be in compliance with applicable Laws. Nothing herein shall require a Company Entity to furnish to the Buyer or provide the Buyer with access to information that legal counsel for a Company Entity reasonably concludes may give rise to antitrust or competition Law issues or that is subject to attorney-client privilege.
Covenants of the Parties Prior to Closing. 6.1 Operation of the Transferred Assets Pending the Closing
Covenants of the Parties Prior to Closing
