PRE-CLOSING COVENANTS OF THE SELLERS. The Sellers hereby jointly and severally covenant and agree that, from and after the date hereof until the Closing:
PRE-CLOSING COVENANTS OF THE SELLERS. Each of the Sellers, jointly and severally, agrees that, subsequent to the date hereof and until the Closing:
PRE-CLOSING COVENANTS OF THE SELLERS. From and after the date hereof and until the Closing Date:
PRE-CLOSING COVENANTS OF THE SELLERS. The Sellers jointly and severally covenant and agree as follows:
PRE-CLOSING COVENANTS OF THE SELLERS. The Sellers hereby jointly and severally covenant and agree that the Sellers shall do, or cause to be done, the following, between the date of this Agreement and the Closing Date or date of termination of this Agreement, as the case may be:
PRE-CLOSING COVENANTS OF THE SELLERS. 14 6.1 Conduct of Business 14 6.2 Authorization from Others 14 6.3 Breach of Representations and Warranties 14 6.4 Cooperation with respect to the Transition of Employees 15 6.5 HSR Filings 15 6.6 Consummation of Agreement 15 ARTICLE 7.
PRE-CLOSING COVENANTS OF THE SELLERS. 11.2.1 The instructions issued by the Sellers to the management of the Companies by a letter dated 31 October 2007 (a copy of which is attached hereto as Annex 11.2.1 for identification purposes only) shall neither be revoked nor changed prior to the Closing Date without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed. The Sellers have not granted nor, to the extent legally permitted, shall the Sellers grant any consent which might be required for any measures under such instructions without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed. The Sellers shall without undue delay inform the Purchaser if they become aware that such instructions have not been, or are not followed in any respect and shall take all steps that are reasonable as well as legally and practically feasible to procure that these instructions are been followed in all respects. For the avoidance of doubt: Nothing herein shall be construed as an obligation of the Sellers to actively manage the Business.
11.2.2 Except as provided in Annex 11.2.2 hereto or otherwise in this Agreement or in any annex to this Agreement, between the Signing Date and the Closing Date, the Sellers shall procure
(a) that no shareholder resolutions of any Company be adopted without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed, with respect to any Company and relating to
(i) the distribution of profit (in any way) by any Company;
(ii) the change or amendment of the articles of association of any Company;
(iii) the increase or decrease of the registered share capital of any Company;
(iv) the granting of other participation rights in any Company;
(v) the repurchase (Erwerb eigener Anteile) or redemption (Einziehung) of shares in any Company;
(vi) the adoption of domination, profit and loss transfer or any other corporate agreements in the meaning of Sections 291 and 292 of the German Stock Corporation Act (Aktiengesetz) regarding any Company;
(vii) the merger, split-off, conversion or any other restructuring of any Company under the German Conversion Act (Umwandlungsgesetz);
(viii) the dissolution of any Company;
(b) that the Sold Shares are, without the consent of the Purchaser, not sold, transferred or otherwise disposed of, nor any encumbrances are created on any of the Sold Shares;
(c) that, to the extent legally permissible under applicable law, the Purchas...
PRE-CLOSING COVENANTS OF THE SELLERS. 3.4.1 The Parties acknowledge that the management of the Company has provided to the Purchaser, prior to the date hereof, a statement setting out the details of the Refinanced Debt and any other existing outstanding debts (including off-balance sheet items and bank guarantees of the Novasep Group Companies as at a date no later than 2 Business Days before the signing of the Agreement (the “First Statement”).
3.4.2 The Sellers shall also, prior to Closing, cause the Novasep Group Companies to obtain from the relevant banks, lenders (including, for the avoidance of doubt, the Corporate Seller and its Affiliates) and credit institutions, statements setting out an estimate at Closing of the outstanding debt items and payments (including accrued interests, early repayment penalties and other termination fees) in relation to secured and unsecured debts to be included in the Refinanced Debt (the “Bank Statements”). The Sellers shall also do their reasonable best efforts to cause the management of the Company to (i) deliver to the Purchaser such Bank Statements at the latest five (5) days prior to the Closing Date and (ii) to collaborate with the Sellers in order to include any financial information relating to the Company and its Subsidiaries in the Bank Statements that the Purchaser may reasonably request to be incorporated therein and provide an updated version of the First Statement as at Closing Date (the “Updated Statement”).
3.4.3 For the avoidance of doubt, it is expressly agreed between the Parties that the First Statement, the Updated Statement and the Bank Statements shall be delivered to the Purchaser for information purposes only and that the Sellers shall bear no liability whatsoever as regards the contents and information contained in the First Statement, the Updated Statement and in the Bank Statements. The Purchaser hereby waives any and all rights of claim, action or damages against the Sellers pursuant to any legal proceeding or otherwise, under any contractual liability, in respect of the absence (partial or total) of performance by the Managers of their obligations pursuant to Articles 3.3.1 and 3.3.2 above (except if such absence (partial or total) of performance by the Managers is the result of voluntary omissions by the Managers).
PRE-CLOSING COVENANTS OF THE SELLERS. During the time period from the Agreement Date until the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with the provisions of Article 9, each of the Sellers covenant and agree with Buyer as follows:
PRE-CLOSING COVENANTS OF THE SELLERS. Except as contemplated by this Agreement or with the prior written consent of the Purchaser, between the date hereof and the Closing Date (the "EXECUTORY PERIOD"), each Seller shall operate its Facility and the Acquired Company shall conduct its business in the ordinary course of business in accordance with its past practices (except where such would breach the following covenants or with such Seller's other obligations hereunder), and shall abide by the following negative and affirmative covenants:
