Prior to the Closing the Buyer shall provide to Seller a list of those employees of the Company whose employment Buyer intends to terminate after the Closing (the "Identified Employees") and Seller shall cause the Company prior to the Closing to show on its Financial Statements and the Preliminary Closing Balance Sheet, a liability equal to the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employees, Seller shall have the sole option to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates, or any predecessor thereof, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not be required to permi...
Prior to the Closing. Buyer shall, and shall cause its Affiliates and its and their employees, agents, accountants, legal counsel and other representatives and advisers to, hold in strict confidence all, and not divulge or disclose any, information of any kind concerning the Company and its business; provided, however, that the foregoing obligation of confidence shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers, (ii) information that is or becomes available to Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers and (iii) information that is required to be disclosed by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation of any Governmental Authority; and provided further that Buyer promptly shall notify the Company of any disclosure pursuant to clause (iii) of this Section 9.2(a); and, provided, further, that the foregoing obligation of confidence shall not apply to the furnishing of information by Buyer in bona fide discussions or negotiations with prospective lenders.
Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including without limitation those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.6, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, (D) the Supplemental Executive Retirement Plan and (E) items approved by Centerprise in writing; and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will transfer and distribute the assets listed on Schedule 7.1.4(ii), including, without limitation, any fees and expenses receivable not necessary to meet the Target or otherwise satisfy the obligations of the Company (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, of the assignee), and provide copies thereof to Centerprise.
Prior to the Closing. Seller shall conduct its business only in a manner consistent with its prior practice and shall preserve its assets and properties in good condition and maintain insurance thereon in accordance with present practices, and Seller will use its best efforts (i) to preserve the business and organization of Seller intact, (ii) to keep available the services of Seller's present employees, agents and independent contractors, (iii) to preserve the goodwill of Seller's suppliers, customers, landlords and others having business relations with it, and (iv) to cooperate with Purchaser and assist in obtaining the consent of any party to any lease or contract with Seller where the consent of such party may be required by reason of this Agreement.
Prior to the Closing. Buyer and HD Supply shall each keep the other apprised of the status of matters relating to the completion of the Transaction and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 5.3 of this Agreement, Buyer and HD Supply shall promptly consult with each other to provide any necessary information with respect to (and, in the case of correspondence, provide the other (or their counsel) copies of) all filings made by such Party (or in the case of HD Supply, any filings made by any Seller) with any Governmental Entity or any other information supplied by such Party (including in the case of HD Supply, any other information supplied by any Seller) to, or correspondence with, a Governmental Entity in connection with this Agreement, the Transaction and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 5.3 of this Agreement, Buyer and HD Supply shall promptly inform the other, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any communication from any Governmental Entity (including in the case of HD Supply, any communications from any Governmental Entity to any Seller) regarding the Transaction and the other transactions contemplated by this Agreement, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity. If any Party or any Representative of any Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transaction or the other transactions contemplated by this Agreement, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with Buyer (in the case of any Seller receiving such a request) and HD Supply (in the case of Buyer receiving such a request), an appropriate response in compliance with such request. Except with respect to Taxes, each of Buyer and HD Supply and its Representatives shall be entitled to participate in any substantive meeting or telephone or other conversations with any Governmental Entity in connection with this Agreement and the Transa...
Prior to the Closing. Seller shall maintain the buildings and other Improvements on the Land in good condition and repair, except for normal wear and tear and any casualty or condemnation, and Seller shall not remove any fixtures, equipment, furnishings and other personalty therefrom without replacing them with substantially similar items of equal or greater value nor shall Seller in any manner neglect the Property or cause or permit waste thereof;
Prior to the Closing. (i) The Shareholders shall permit, and shall cause the Conveyed Entities and their Subsidiaries to permit, Republic, the Republic Subsidiaries and their respective representatives to have reasonable access, during regular business hours and upon reasonable notice, to (I) the assets, properties, books, records and other documents and information of the Conveyed Entities and the Subsidiaries thereof reasonably necessary for Republic and the Republic Subsidiaries to complete (A) their due diligence investigation in respect of the transactions contemplated hereby and (B) the Registration Statement and (II) the officers, directors and employees of the Conveyed Entities and the Subsidiaries thereof, but only upon the prior written consent of Michxxx X. Xxxx, X. Keitx Xxxx, Xxgex Xxxxxx xx their respective designees;
(ii) The Shareholders shall furnish, or cause the Conveyed Entities and the Subsidiaries thereof to furnish, to Republic and the Republic Subsidiaries such financial, tax and operating data and other available information with respect to such entities and their respective assets, properties, employees, businesses and operations as Republic and the Republic Subsidiaries shall from time to time reasonably request; provided that neither the Shareholders nor the Conveyed Entities or their Subsidiaries shall be obligated to (x) provide Republic or any Republic Subsidiary with any customer lists, confidential information or trade secrets or (y) permit Republic, the Republic Subsidiaries or their respective agents or consultants to conduct any environmental investigations, tests or studies (including any Phase I and Phase II environmental audit(s)) relating to the Real Property, without the prior written consent of the Shareholders; and provided further that any such access, investigation, test or study shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Conveyed Entity or any Subsidiary thereof. All information provided to Republic or any Republic Subsidiary by or on behalf of the Shareholders hereunder will be held by Republic and the Republic Subsidiaries pursuant to the terms of the Confidentiality Agreement.
Prior to the Closing. Each of the designated parties shall have performed the actions described below prior to the Closing:
(i) CPI shall have furnished TaxMasters with a list of the names and addresses of all stockholders, the number of shares owned by each and whether said shares are restricted or free-trading, all certified by the CPI transfer agent, Olde Monmouth Stock Transfer Co., Inc.
(ii) CPI shall be in good standing in the State of Nevada.
(iii) CPI shall be current in its reporting obligations under the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and the CPI Common Stock shall be eligible for quoting on the Over the Counter Bulletin Board (“OTCBB”).
(iv) CPI shall have satisfied the due diligence requests of TaxMasters, provided, however, that all costs and expenses of said due diligence (other than current financial statement information) shall be the responsibility of TaxMasters.
(v) The current directors of CPI and the holders of a majority of the issued and outstanding shares of common stock of CPI shall have approved the transactions described in this Agreement and contemplated by the Exchange Transaction, including the Name Change, the Reverse Stock Split, the increase in the number of authorized shares of common stock and preferred stock of CPI, the creation of the Control Series of Preferred Stock and the Earnout, in accordance with the requirements of the Nevada Private Corporations Law (“NPCL”).
(vi) CPI shall have effected the Name Change and the Reverse Stock Split, received a new CUSIP Number, received the approval of Financial Industry Regulatory Authority (“FINRA”) to the Name Change and the Reverse Stock Split, and, where required, other regulatory approvals, and delivered documentation reasonably acceptable to TaxMasters demonstrating that these events have occurred.
(vii) CPI shall have filed the S-8 Withdrawals with the SEC and shall not have received any comment letter from the SEC with respect to such withdrawals, terminated all existing stock option plans or similar plans of any kind of CPI, and terminated all outstanding option agreements between CPI and any person without the issuance of any shares of CPI Common Stock.
(viii) CPI shall have filed the Certificate of Designation and the Amended and Restated Articles of Incorporation of CPI (in substantially the form annexed to CPI’s Information Statement on Schedule 14C filed with the SEC on June 16, 2009), with the Nevada Secretary of State and delivered a certified copy the...
Prior to the Closing. Date each Underwriter shall notify the Manager or CBA of the earlier of (x) the date on which the Prospectus Supplement is first used and (y) the time of the first Contract of Sale to which such Prospectus Supplement relates.
Prior to the Closing. (a) This Agreement may be terminated at any time prior to the Closing by the mutual written consent of each of the parties hereto.
(b) Unless otherwise specifically provided herein or agreed in writing by the parties hereto, this Agreement will be automatically terminated if all conditions to the Closing have not been or cannot reasonably be satisfied or waived, on or before December 31, 1999; provided, however, that the parties may agree in writing to extend this date.
