PRE-CLOSING COVENANTS OF THE PARTIES. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing:
PRE-CLOSING COVENANTS OF THE PARTIES. Section 5.1 Conduct of Businesses Prior to Closing. 27 Section 5.2 Access for Due Diligence 28 Section 5.3 Confidentiality. 29 Section 5.4 Actions to Satisfy Closing Conditions. 29 Section 5.5 Transfer of the Purchased Shares. 29 Section 5.6 Notices and Requests for Consents 30 Section 5.7 Filings and Authorizations. 30 Section 5.8 Notice of Untrue Representation or Warranty. 30 Section 5.9 Exclusive Dealing. 30
PRE-CLOSING COVENANTS OF THE PARTIES. 5.1 Conduct of the Business. SELLER agrees that, during the period from the Execution Date to the Closing, except as (i) contemplated by this Agreement, the Ancillary Documents or the Schedules hereto or thereto, (ii) required by applicable Law, or (iii) as otherwise consented to by BUYER (which consent shall not be unreasonably withheld, conditioned or delayed):
(a) SELLER shall, and shall cause RAML to:
(i) conduct RAML's business in the usual and ordixxxx course and in a commerciaxxx xeasonable manner, without a material change to its operational policies;
(ii) use Commercially Reasonable Efforts to maintain and preserve RAML's business;
(iii) maintain its existence in good standxxx;
(iv) maintain in effect all its presently existing insurance coverage (or substantially equivalent insurance coverage), preserve its business organization substantially intact, use commercially reasonable efforts to keep the services of its present principal employees and preserve its present business relationships with material suppliers;
(v) relative to employing and compensating RAML employees, (i) refrain from enhancing, extending, or otherwixx amending or modifying, any Employee Benefit Plan currently in effect, and refrain from establishing any new Employee Benefit Plans, except in the ordinary course of business or as necessary to comply with applicable Law; (ii) where necessary, renew or extend, and otherwise maintain in effect, all insurance policies and contracts in effect as of the Execution Date, directly or indirectly, relating to any such Employee Benefit Plan; (iii) refrain from entering into any new employment or personal service or consulting agreement(s), or extending any agreement(s) currently in effect, or entering into any separation agreement(s) or implementing any reduction-in-force program(s), except as is reasonably necessary in the ordinary course of business; and (iv) except as required under any existing plan or agreement of RAML, refrain from paying any special or extraordinary bonuses, or xxxing any incentive compensation payments;
(vi) shall not make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to RAML or its business, surrender any right to claim a refund of Taxes, xxxsent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to RAML or...
PRE-CLOSING COVENANTS OF THE PARTIES. 14.1 Prior to Close of Escrow or any earlier termination of this Agreement, Wastewater Company will not devote any plant or property being transferred to Town under this Agreement to the public utility business or to rendering public Wastewater Service and shall not enter into or execute any employment, management or service contract with respect to the rendering of Wastewater Service unless directed to do so by the Commission. When any such direction is received, Wastewater Company shall contemporaneously deliver a copy thereof to Town.
14.2 All bills or other charges, costs or expenses arising out of or in connection with or resulting from Wastewater Company’s use, ownership, or operation of the Transferred Assets up to Close of Escrow, including all costs associated with the Escrow and Close of Escrow shall be paid in full by Wastewater Company on or before Close of Escrow. Wastewater Company’s obligations under this Section shall survive Close of Escrow.
14.3 Wastewater Company and Van Tuyl Entities agree that, between the Effective Date and Close of Escrow or any earlier termination of this Agreement, Wastewater Company, at Wastewater Company’s sole cost, shall: (a) maintain the Transferred Assets in their current condition; (b) pay, in the normal course of business, all sums due for work, materials or services furnished or otherwise incurred in the ownership, use or operation of the Transferred Assets, but in no event will the failure to pay prior to Close of Escrow relieve Wastewater Company of its obligation to deliver the Transferred Assets to Town free of mechanics’, material suppliers’ and similar liens for work, materials or services furnished with respect to the Transferred Assets prior to Close of Escrow; (c) comply, in all material respects, with all Legal Requirements applicable to Wastewater Company; (d) except as required by a Governmental Agency not remove or permit any Improvements to be removed from the Real Property without the prior written consent of Town; and (e) Wastewater Company shall not, by voluntary or intentional act or omission to act, further cause or create any easement, encumbrance, or mechanic’s or materialmen’s liens, and/or similar liens or encumbrances to arise or to be imposed upon the Transferred Assets or any portion thereof, that will affect title thereto subsequent to Close of Escrow without Town’s prior written consent, which consent may be withheld at Town’s sole discretion.
PRE-CLOSING COVENANTS OF THE PARTIES. Section 5.1 Conduct of Business Prior to Closing..............................3 Section 5.2 Access to Information.............................................3 Section 5.3 Actions to Satisfy Closing Conditions.............................3 Section 5.4 Transfer of the Purchased Shares..................................3 Section 5.5 Request for Consents..............................................3 Section 5.6 Filings and Authorizations........................................3 Section 5.7 Notice of Untrue Representation or Warranty.......................3 Section 5.8 Exclusive Dealing.................................................3 (i)
PRE-CLOSING COVENANTS OF THE PARTIES. In addition to their agreements contained in other sections of this Agreement, Purchaser, RFG and the Sellers agree as follows:
PRE-CLOSING COVENANTS OF THE PARTIES. SECTION 5.01.
PRE-CLOSING COVENANTS OF THE PARTIES. Section 5.1 Conduct of Business Prior to Closing. 33 Section 5.2 Access for Due Diligence. 37 Section 5.3 Confidentiality. 37 Section 5.4 Actions to Satisfy Closing Conditions. 38 Section 5.5 Request for Material Consents. 38 Section 5.6 Filings and Authorizations; Regulatory Approvals. 38 Section 5.7 Notice of Untrue Representation or Warranty. 40 Section 5.8 No Solicitation. 40 Section 5.9 Intercompany Accounts. 41 Section 5.10 Financial Statements 41 Section 5.11 Comfort Letters 43 Section 5.12 Cooperation with Financing. 43 Section 5.13 Auditor’s Consent and Cooperation. 45 Section 5.14 Financing 46 Section 5.15 Boost GP Options. 46
PRE-CLOSING COVENANTS OF THE PARTIES. Section 5.1 Conduct of Business Prior to Closing. Except as otherwise contemplated by this Agreement or as required by Law or by written order or directive of a Governmental Entity, during the Interim Period, each Vendor will:
(1) conduct its business solely with respect to its Purchased Assets in the ordinary course of normal day-to-day operations of such Vendor consistent with past practices;
(2) agree to no amendments to the Royalty Documents as the Royalty Documents are constituted as at the date hereof and set forth in Section 3.1(7) of the Vendor Disclosure Letter, except as consented to by EMX in writing;
(3) perform each of its obligations under the Royalty Documents in accordance with the terms thereof, and ensure that the Royalty Documents remain in good standing, in full force and effect and unamended.
PRE-CLOSING COVENANTS OF THE PARTIES. (1) From the date that a Sale Transaction is agreed to, until the Closing Date for the applicable Sale Transaction, the Company will not, and the Shareholders will not permit the Company to, do anything that is not in the Ordinary Course of Business; provided that the foregoing limitation shall not apply during the notice period applicable to a Put Right Sale Transaction that is effectuated pursuant to Section 7.5(1)(ii), Section 7.5(1)(iii), Section 7.5(1)(v) or Section 7.5(1)(vi) or during the notice period(s) applicable to a Compliance Put Right Sale Transaction that is effectuated pursuant to Section 7.7.
(2) Subject to Section 8.1(4), each party to a Sale Transaction will take all actions that are within its power to control, and use its commercially reasonable efforts to cause other actions to be taken which are not within its power to control, to ensure compliance with the conditions in Section 8.2 and Section 8.3.
(3) Each Seller to a Sale Transaction will take all necessary steps and corporate proceedings, if applicable, to permit good title to the Purchased Shares to be duly and validly Transferred and assigned to the Purchaser at the Time of Closing, free of all Liens other than the restrictions on Transfer, if any, contained in the Company’s Organizational Documents, this Agreement and the Protection Agreement (as applicable).
(4) Each party to a Sale Transaction will use its commercially reasonable efforts to make or give, or cause to be made or given, all filings with and notifications to any Governmental Authority and obtain or cause to be obtained all Authorizations, necessary or advisable in order to complete the Sale Transaction. However, no party to a Sale Transaction is required to take any steps or action that would, in the sole discretion of that party, affect its right to own, use or exploit any of its assets or carry on its business.
