Pre and Post Closing Covenants. 5.1 CONDUCT OF BUSINESS DURING INTERIM PERIOD Except as disclosed in Schedule 3.3(a) or contemplated elsewhere in this Agreement, during the Interim Period the Vendor will cause the Company and the Subsidiary to carry on its business in the ordinary and normal course in a prudent, businesslike, and efficient manner and substantially in accordance with the procedures and practices in effect on the Statement Date and without limiting the generality of the foregoing, during the Interim Period the Vendor will not, and will not permit any of the Company or the Subsidiary to, without the prior consent in writing of the Purchaser:
Pre and Post Closing Covenants. 15. Digital and the Vendor hereby covenant to the other as follows:
Pre and Post Closing Covenants. 15. Pubco, Ferber and Caplan hereby covenant to the other as follows:
Pre and Post Closing Covenants. Scorpio Gold agrees to: (A) use its best commercially reasonable efforts to obtain the requisite regulatory approvals of the TSX Venture Exchange prior to the Closing; (B) continue to make the Monthly Payments to GPXM pursuant to the terms of the LOI, in the amount of One Hundred Thousand Dollars (US $100,000) per month until the Closing, which sums, subject to Section 2.1(d) are nonrefundable and shall be credited against the cash portion of the Purchase Price; and (C) if a Closing has not occurred on or prior to the due date of that certain Bridge Note dated February 6, 2009 made by GPXM to Crestview Capital Master, LLC, in the approximate amount of One Million One Hundred Thousand Seven Hundred Seventy-Four Dollars (US $1,100,774), then Scorpio Gold and GPXM shall take commercially reasonable steps to extend the due date of the Bridge Note until the earlier of (1) the Closing or (2) the Bridge Note’s revised maturity date, if any. Scorpio Gold and GPXM shall equally share the costs associated with extending the due date of the Bridge Note as required.
Pre and Post Closing Covenants. 24. The parties hereby covenant as follows:
Pre and Post Closing Covenants i. Forgiveness of Rexray debt. Prior to the closing, all indebtedness of Rexray, if any, shall be forgiven and discharged by the obligee(s) thereof pursuant to a written instrument executed by said obligee(s) in favor of Rexray.
Pre and Post Closing Covenants. 14 10.1 Conduct of Activities during Interim Period 14 10.2 Consents and Authorizations 15 10.3 Notice of Untrue Representation or Warranty 15 10.4 Actions to Satisfy Closing Conditions 15 10.5 Preservation of CSP Programs and Brand 15
Pre and Post Closing Covenants
