Preclosing Covenants Sample Clauses

Preclosing Covenants. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

Preclosing Covenants. 34 7.1 Conduct of Business Prior to Closing . . . . . . . . . . . . . . . . . 34 7.2 Access to Information and Documents. . . . . . . . . . . . . . . . . . 36 7.3

Preclosing Covenants. The parties agree as follows with respect to the period between the execution of this Agreement and the Close of Escrow.

Preclosing Covenants. During the period from the Agreement Date until the earlier to occur of (i) the Effective Time or (ii) the termination of this Agreement in accordance with Section 10, Intuit covenants and agrees as follows:

Preclosing Covenants. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, MRL agrees (except to the extent expressly contemplated by or disclosed elsewhere in this Agreement and consented to in writing by PPD and Subsidiary) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes; to use reasonable efforts consistent with past practice to preserve intact its present business; to use reasonable efforts consistent with past practice to keep available the services of its present officers and key employees; and to use reasonable efforts consistent with past practice to preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it. MRL agrees to promptly notify PPD of any event or occurrence after the date of this Agreement of which MRL is aware which could have a Material Adverse Effect. Without limiting the foregoing, and except as expressly contemplated by or disclosed elsewhere in this Agreement, in Section 5.1 of the Disclosure Schedule ----------- or as otherwise set forth below, from the date of this Agreement and continuing until the earlier of the termination of this Agreement as provided in Article 10 ---------- or the Closing Date, MRL and the Shareholders jointly and severally covenant with PPD and Subsidiary that between the date hereof and the Closing they shall:

Preclosing Covenants. Public Announcements. WSC, ABRY and DTN shall consult with each other before issuing any press releases or otherwise making any public statements with respect to the Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by law.

Preclosing Covenants. 20 (a) General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 (b)

Preclosing Covenants. 20 (a) General.....................................................20 (b) Notices and Consents........................................20 (c) Operation of Business.......................................21 (d) Full Access,................................................21 (e) Confidentiality Agreement...................................21 (f) Notice of Developments......................................22 (g) Public Statements...........................................22 (h) Employees...................................................22 (i) Submissions to Bankruptcy Court.............................22 (j) Changes to Assets and Adjustment of Purchase Price.........23 (k)

Preclosing Covenants. The Seller and the Company covenant and agree with respect to the Company that prior to the Closing Date, except as expressly permitted by this Agreement or with the prior written consent of the Parent, they shall act in accordance with the following: (a) The Company shall conduct its business and operations in the ordinary and prudent course of business consistent with past practices and with the intent of preserving the ongoing operations and assets of the Company. (b) The Company shall use reasonable efforts to preserve its customers, suppliers and others having business relations with the Company and continue to conduct the financial operations of the Company, including their credit and collection policies, in the ordinary course of business with substantially the same effort, and to substantially the same extent and in the same manner, as in the prior conduct of the business of the Company. (c) The Company shall not, other than in the ordinary course of business or in accordance with a preexisting plan, agreement or arrangement listed on Schedule 8.1 of the Disclosure Schedule: (i) sell or dispose of or commit to sell or dispose of any of the Company’s assets; (ii) grant or agree to grant any general increases in the rates of salaries or compensation payable to employees of the Company; (iii) grant or agree to grant any specific bonus or increase to any executive or management employee of any of the Company; (iv) provide for any new pension, retirement or other employment benefits for employees of the Company or any increases in any existing benefits, other than as required by law; or (v) voluntarily incur any liability not currently reflected on the Financial Statements. (d) The Seller and the Company shall provide the Parent prompt written notice of any change in any of the information contained in the representations and warranties made in Article 5 and Article 6 hereof or any Exhibits or the Disclosure Schedule herein or attached hereto. (e) Prior to the Closing Date, the Company will and the Seller will cause the Company to: (i) give the Parent and its authorized representatives reasonable access to all books, records, offices and other facilities and properties of the Company; (ii) permit the Parent to make such inspections thereof, during regular business hours, as the Parent may reasonably request; and (iii) cause their officers to furnish the Parent with such financial and operating data, including tax returns and supporting schedules, and ot...

Preclosing Covenants. Prior to the Closing Date, Arvida and Disney will preserve the business and assets of Arvida and continue to conduct the business and affairs of Arvida in the ordinary and usual course consistent with past practice, and will not take or omit to take any action which could be reasonably anticipated to have a material adverse effect on the business, assets or affairs of Arvida. Without limiting the generality of the foregoing, without the prior written consent of Buyer, neither Arvida nor any subsidiary of Arvida, nor any partnership which is managed by Arvida or any such subsidiary will purchase any land except to fulfill existing commitments or to complete sites for projects already assembled or commenced, make any material capital expenditures except to fulfill existing commitments or to complete on-going projects, sell or transfer property except for sales of property in the ordinary course of business (it being understood that sale of property developed for resale is in the ordinary course of business), exercise any option respecting property, purchase or redeem any of its capital stock, make any distribution or payment to shareholders or affiliates of shareholders, enter into any agreement effecting any organic change, enter into any written employment agreements for management personnel, increase significantly employee compensation, enter into any construction contracts except to fulfill existing commitments or to complete on-going projects, make any voluntary capital contribution to a partnership or corporation, renegotiate any material terms of any partnership agreements or other material contracts, commence any new developments, or incur any other obligation or liability which is material (other than those arising in the ordinary course of business and indebtedness related to existing commitments and on-going projects). Prior to the Closing Date, neither Arvida nor any Arvida subsidiary will consent to the taking of any action by a partnership which is not managed by Arvida or such subsidiary if such action would be prohibited by this Paragraph 12 if such partnership were managed by Arvida or such subsidiary.