Pre-Closing Covenants and Agreements. The parties hereto covenant and agree to perform or take any and all such actions to effectuate the following from the date hereof until the earlier of the Closing Date or the termination of this Agreement:
Pre-Closing Covenants and Agreements. Each of the Parties agrees as follows with respect to the period between the date of this Agreement and the Closing:
Pre-Closing Covenants and Agreements. The Shareholders and the ------------------------------------ Company jointly and severally agree as set forth in Exhibit 4.6 attached hereto.
Pre-Closing Covenants and Agreements. Each of the Parties ------------------------------------ agrees as follows with respect to the period between the date of this Agreement and the Closing:
Pre-Closing Covenants and Agreements. After the date hereof and prior to the Effective Time (unless otherwise agreed to in writing by all of the Parties):
(a) JMB Consent. JMB/NYC, the JMB/NYC Partners and JMB/NYC Special shall (and hereby do) expressly acknowledge, and grant their unconditional consent and, as applicable, approval to, all of the Closing Transactions expressly provided for in Section 2.01 hereof and all acts which must be taken by any Party in connection therewith.
(b) [Intentionally Omitted]
Pre-Closing Covenants and Agreements. 7.1 Seller and Buyer shall file, or shall cause their ultimate parent entities as defined in the HSR Act to file, as soon as practicable (but not later than five Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or shall cause their respective Affiliates to, (i) furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, and (ii) keep the other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from the applicable Governmental Entity.
7.2 Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection with any filings made pursuant to Section 7.1 or the transactions contemplated by this Agreement and (ii) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 7.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Le...
Pre-Closing Covenants and Agreements. From and after the date hereof and until the occurrence of a Termination Event, Seller hereby covenants and agrees as follows:
4.1 Seller shall not: (a) sell, transfer, assign, subordinate, negotiate, divest or convey in any manner the Obligations, any of the Seller Documents, any Collateral therefor, or any portion of the foregoing; (b) create or permit to exist any lien, claim, charge, security interest or any other encumbrance on, in or with respect to the Obligations, any of the Seller Documents, any of Seller’s right, title or interest in or to the Collateral, or any portion of the foregoing; (c) convert or exchange any of the Obligations, any of the Seller Documents or any Collateral into stock or other equity interests in the Company, any of the other Borrowers or any other person or entity, or otherwise convert or exchange any of the Obligations, Seller Documents or Collateral; (d) call, accelerate, demand, declare any additional defaults or events of default under, or exercise any of Seller’s rights and remedies with respect to the Obligations, the Seller Documents, any Collateral, or any portion of the foregoing; (e) exercise the HTI Warrant in any manner or exercise any of Seller’s rights or remedies with respect thereto; (f) amend, restate, terminate, substitute, replace or modify the Obligations, any of the Seller Documents or any terms thereof; (g) xxx or otherwise institute any claim or litigation against any of Borrowers or the Collateral; (h) liquidate, sell, foreclose, set off, collect or accept a surrender of any proceeds of any Collateral or any other assets of Borrowers or join any other person or entity in so doing, or otherwise realize or seek to realize upon all or any part of the Collateral; (i) petition, commence or otherwise initiate any Insolvency Proceeding (defined below); or (j) enter into or
Pre-Closing Covenants and Agreements. Parent, Sub and the Company (as applicable) covenant and agree as follows:
Pre-Closing Covenants and Agreements. 9.1 Conduct of the Parent
(a) Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, the Parent agrees, and the Principal Shareholder covenants that it will cause the Parent, to conduct its business in accordance with its ordinary and usual course of business and in compliance with the Securities Act and the Exchange Act; use their best efforts, subject to the foregoing, to preserve Parent’s business organization, keep available to the Parent the services of Parent’s officers and employees and maintain satisfactory relationships with customers, suppliers and others having business relationships with it; confer with representatives of the Seller to keep them informed with respect to operational matters of a material nature and to report the general status of the ongoing operations of the business of the Parent; maintain the Parent’s books and records in compliance with the Exchange Act; and refrain from causing the Parent to take any of the following actions without the prior written consent of the Seller:
(i) Incur any debt, Liability or obligation, direct or indirect, whether accrued, absolute, contingent or otherwise, other than current liabilities incurred in the ordinary and usual course of its business, or pay any debt, Liability or obligation of any kind other than such current liabilities and current maturities of existing long-term debt;
(ii) Assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation or make any loans or advances to any individual, firm or corporation;
(iii) Except as contemplated hereby, make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare, set aside or pay any dividend or distribution (whether in cash, capital stock or property) with respect to its capital stock;
(iv) Transfer, lease, mortgage, pledge or otherwise encumber any of its Properties;
(v) Sell, lease, transfer or dispose of any of its Properties, waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it;
(vi) Make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any Property of any other individual, firm or corporation, other than in the ordinary and usual course of its business;
(vii) Enter into any transac...
Pre-Closing Covenants and Agreements. (a) Conduct of Business Prior to Closing. From the date hereof until the Closing Date, the Seller will use the Acquired Assets and conduct the Business only in the ordinary course, will use commercially reasonable efforts to maintain and preserve the Acquired Assets in their current condition (except for changes in the ordinary course of business). The Seller shall not, without the prior written consent of the Buyer, engage in any transaction related to the Acquired Assets or the Business not in the ordinary course or engage in any activity which could have a material and substantial adverse effect thereon. The Seller shall use commercially reasonable efforts to preserve the Acquired Assets (except sales of Inventory in the ordinary course of business) and the Business, to keep available the services of the employees, agents and consultants of the Business, and to maintain the goodwill of the suppliers to and the customers of the Business. Without limiting the generality of the foregoing, the Seller shall not, between the date of this Agreement and the Closing Date, without the prior written consent of the Buyer:
(i) enter into any agreement, contract, commitment or arrangement (A) with any present or former shareholder, director, officer, employee or consultant or for the employment of any person, including any consultant, in connection with the Business, (B) with any labor union or other representative of employees of the Business, (C) for the future lease or purchase of, or payment for, supplies, products, machinery or equipment for the Business, or for the performance of services for the Business by a third party, involving in any one case $10,000.00 or more, other than Inventory purchases for the Business in the ordinary course of business consistent with the Seller's levels of prior Inventory purchases, (D) to sell or supply products or to perform services for the Business, involving in any one case $10,000.00 or more, (E) with any representative, sales agency, dealer or distributor, for the Business (F) limiting or restraining the Business from engaging or competing in any lines of business with any person, or (G) any other agreement, contract, commitment or arrangement for the Business exceeding $10,000.00 in value;
(ii) grant rights under any license, franchise, or distributorship agreement in respect of the Business or the Products;
(iii) modify, amend, terminate, assign, waive, release or relinquish any rights or claims pursuant to any Customer ...
