Pre-Closing Covenants of Buyer. Buyer covenants to Seller that, during the period from the Execution Date through and including the Closing Date or the earlier termination of this Agreement:
Pre-Closing Covenants of Buyer. The Buyer hereby covenants and agrees that, from and after the date hereof until the Closing:
Pre-Closing Covenants of Buyer. Prior to the Closing, Buyer shall perform or comply with the following covenants:
(a) Buyer shall refrain from, directly or indirectly, asserting, commencing or instituting, or causing to be asserted, commenced or instituted, any Claim before any Governmental Authority, or taking any other action whatsoever to attempt to invalidate, void or otherwise challenge the validity or enforceability of all or any part of this Agreement.
(b) Buyer shall use all commercially reasonable efforts to fulfill and perform all conditions and obligations to be fulfilled and performed by it under this Agreement at the earliest practicable time, and to cause the transaction contemplated by this Agreement to be consummated in accordance herewith.
Pre-Closing Covenants of Buyer. (a) During the period from the date hereof to the Closing, Buyer covenants and agrees with Seller that Buyer and its Subsidiaries (i) shall each conduct its operations according to its ordinary course of business consistent with past practice and in compliance with Applicable Laws; (ii) shall each use its reasonable best efforts to preserve, maintain and protect its properties; and (iii) shall each use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain existing relationships with suppliers, operators, customers and others having business relationships with it.
(b) During the period from the date hereof to the Closing, neither Buyer nor any Subsidiary shall without the prior written consent of Seller:
(i) amend its Organic Documents or other governing instruments;
(ii) (A) issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of its capital stock of any class or any other securities or equity equivalents, exclusive of any shares issued pursuant to options, warrants, commitments, subscriptions, rights to purchase or otherwise existing on the date hereof); or (B) amend in any respect any of the terms of any such securities outstanding as of the date hereof;
(iii) (A) split, combine, or reclassify any shares of its capital stock; or (B) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation or dissolution of Buyer or any Subsidiary;
(iv) except as provided in subsection (c) below, make any loans, advances, or capital contributions to, or investments in, any other Person (other than customary loans or advances to employees in amounts not material to the maker of such loan or advance);
(A) enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee;
(B) except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or c...
Pre-Closing Covenants of Buyer. Buyer agrees that, subsequent to the date hereof and prior to the Closing Date:
Pre-Closing Covenants of Buyer. Each Buyer covenants and agrees that, prior to the Closing Date, except as otherwise consented to in writing by Seller Representative or as permitted by this Agreement:
Pre-Closing Covenants of Buyer. 40 Section 5.1. Required Consents and Approvals..............................40 Section 5.2. Pre-Transaction Notification.................................40 Section 5.3. Buyer's Actions..............................................41 Section 5.4. Notice of Material Adverse Change............................41 Section 5.5. Cooperation..................................................41
Pre-Closing Covenants of Buyer. Buyer hereby covenants and agrees with Sellers that:
Pre-Closing Covenants of Buyer. The Buyer covenants as follows from the Effective Date until the Closing Date:
10.1 The Buyer (i) will take all reasonable steps in a reasonably prompt manner prior to the Closing Date to obtain all approvals, exemptions, authorizations, and permissions and complete all registrations and notifications that are required to be obtained/completed by the Buyer under applicable laws and regulations or as otherwise required by the board of directors of the Buyer, any governmental or regulatory authority, securities exchange, or third party to complete the Closing and all the ancillary transactions contemplated hereunder and (ii) will provide all reasonable assistance to the Sellers and the Company in connection with similar efforts by the Sellers and the Company.
