Obligations Pending Closing. From the date hereof through the Closing or earlier termination of this Agreement pursuant to ARTICLE 6:
Obligations Pending Closing. (a) Sellers shall afford to Purchaser and its authorized representatives full access to the offices, properties, books and records and employees, advisors and accountants of Company in order that Purchaser may have full opportunity to make such investigations that it shall desire to make of the affairs of Company.
(b) Purchaser shall hold, and shall cause all of its authorized representatives to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information furnished to it or them in connection with the transactions contemplated by this Agreement; provided that the foregoing shall not apply to information that is (i) known to Purchaser prior to its disclosure by Seller or Company hereunder (solely as evidenced by the written records of Purchaser) or disclosed to Purchaser by a third party not known by Purchaser to be under a legally binding obligation to keep such information confidential, (ii) publicly disclosed other than by breach by Purchaser of its obligations hereunder, or (iii) required by law, regulation or the rules of any national securities exchange to be disclosed.
(c) Each of Purchaser and Sellers shall promptly prepare and file such reports, forms, exhibits and documents with the Federal Trade Commission and the Department of Justice, and Purchaser shall pay such fees, as may be required to be paid by it in order to comply with the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976 (15 U.S.C. ss.18a, Xxxxxxx Act ss.7A) ("HSR Act") and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable.
(d) Subject to the terms and conditions of this Agreement, Sellers and Purchaser will use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement.
(e) Purchaser and Sellers will, and Sellers will cause Company to, consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable law or any...
Obligations Pending Closing. Between the date hereof and the Closing, Owner covenants and agrees to perform each of the obligations and comply with each of the requirements described below.
Obligations Pending Closing. (a) Access and Investigation. From the date hereof through the Closing ------------------------ Date or earlier termination of this Agreement pursuant to (S) 7, Purchaser and its respective officers, attorneys, accountants and authorized representatives shall have the right, during normal business hours, to inspect the Company and its Consolidated Affiliates' and Investment Affiliates' properties, books and records, and to consult with the Company and its Consolidated Affiliates' and Investment Affiliates' officers, directors, employees, suppliers, customers, lenders, agents and attorneys concerning the ownership and operation of the Company and its Consolidated Affiliates and Investment Affiliates. Such inspections may reasonably include, for example, environmental and other physical inspections of the Company and its Consolidated Affiliates' and Investment Affiliates' properties; review of the Company and its Consolidated Affiliates' and Investment Affiliates' books, records of account and tax records; and a review of records of corporate proceedings, contracts, trademarks, licenses, permits, and other business activities and matters in which the Purchaser may have an interest in light of the transactions contemplated by this
Obligations Pending Closing. Meditrust agrees that from the date hereof it will maintain its relationship with Karrxxxxxx xx the normal and usual manner. Meditrust will not agree to any modification or amendments to the Leases or Mortgages without the prior consent of Sunrise, which consent shall not be unreasonably withheld. Meditrust will not declare any default under any Lease or Mortgage without providing Sunrise with five (5) days written notice thereof. Meditrust will not make any additional advances or incur any expenses under the Leases and Mortgages for which Sunrise will be obligated to pay or reimburse Meditrust without providing two (2) business days written notice to Sunrise.
Obligations Pending Closing. From and after the date of this Agreement through the Closing Date, Contributors and FWRLP, as applicable, covenant and agree as follows:
Obligations Pending Closing. 26 10. Inspection; Restoration; Indemnity...............................30 11. Risk of Fire and Condemnation Prior to Closing...................36 12.
Obligations Pending Closing. During the period from the date hereof to the Closing Date, unless the prior consent of Purchaser is first obtained, Seller shall not knowingly take any action which would cause any representation contained in Article 3 to be untrue as of the Closing Date. Purchaser acknowledges that Seller has taken and will take certain actions to curtail its normal conduct of the Business. In addition, during the period from the date hereof to the Closing Date, unless the prior consent of Seller is first obtained, Purchaser shall not knowingly take any action which would cause any representation contained in Article 4 to be untrue as of the Closing Date
Obligations Pending Closing. Between the Effective Date and the Closing or earlier termination of this Agreement:
Obligations Pending Closing. (a) Each Seller undertakes to forward to the applicable Buyer copies of all notices, documents, or written communications relating to the Transferred Interests received at any time after the date hereof (and whether before or after the Closing Date) by such Seller or any other person on behalf of such Seller.
(b) Each Seller agrees that from the date hereof, neither it, nor any person at its direction, will agree or consent to any change to any of the Constituent Documents of any of the Partnerships to which it is a party, including the Partnership Agreements or to any proposal which will or may adversely affect or prejudice such Seller’s Transferred Interests other than (in any such case) with the prior written approval of the Buyer purchasing such Transferred Interests.
(c) Each Seller shall use its commercially reasonable efforts to comply with the requirements of the applicable transfer provisions of the Partnerships’ respective Constituent Documents, including providing the Partnerships or the General Partners thereof with such information as may be reasonably required under the terms of the Constituent Documents of the relevant Partnership.
