Action Prior to Closing Sample Clauses

Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the financial statements, (a) DCH and Connection will (i) perform all of its obligations under material contract, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities. (b) Neither DCH nor Connection will (i) make any change in its Articles of Incorporation or Bylaws except as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.

Action Prior to Closing. Upon the execution hereof until the Closing, and the completion of the consolidated audited financials: (a) CALI and POCO will (i) perform all of their obligations under material contracts, leases, insurance policies and/or document relating to their assets and business; (ii) use their best efforts to maintain and preserve their business organization intact, to retain their key employees, and to maintain their relationship with existing potential customers and clients; and, (iii) fully comply with and perform in all material respects ail duties and obligations imposed on them by all federal and state laws and all rules, regulations1 and orders imposed by all federal or state governmental authorities. (b) Other than as set forth in Section 3.4(c) hereof, neither CALI nor POCO will (i) make any change in its Articles of Incorporation or Bylaws; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the respective parties' Schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services. (c) POCO shall have approved the distribution of its ownership interest in New Politics to the shareholders of POCO.

Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financial statements: (a) Chief and IDIB will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities. (b) Neither Chief nor IDIB will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan, or as mutually agreed upon by both parties; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $5,000 or as mutually agreed upon by both parties.

Action Prior to Closing. From and after the date of this Agreement until the Closing Date and except as set forth in the Columbus Schedules or as permitted or contemplated by this Agreement, TDI and Columbus, respectively, will each: (a) Carry on its business in substantially the same manner as it has heretofore; (b) Maintain and keep its assets in as good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (c) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (d) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affection its assets, properties, and business; (e) Use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; (f) Fully comply with and perform in all material respects all obligations and duties imposed upon it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

Action Prior to Closing. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing:

Action Prior to Closing. Except as may be required by law, neither the Company nor Investor shall take any action that would adversely affect the Company's and Investor's ability, respectively, to execute, deliver or perform this Agreement or the Related Agreements or that would cause any documents delivered by the Company or Investor pursuant to the terms of this Agreement or the Related Agreements, or any representation or warranty made by the Company or Investor herein, not to be true in all material respects on the applicable Closing Dates.

Action Prior to Closing. From and after the date of this Agreement until the Closing Date, GP will: (a) carry on its business in substantially the same manner as it has heretofore; (b) maintain and keep its properties in as good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (c) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (d) perform in all material respects all of its obligations under material contracts, leases and documents relating to or affecting its assets, properties and business; (e) use its best efforts to maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material customers; and (f) fully comply with and perform in a material respects all obligations and duties imposed upon it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities.

Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,

Action Prior to Closing. Upon the execution hereof until the Closing date, (a) LC Illinois and LC Nevada will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities. (b) Neither LC Illinois nor LC Nevada will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000. Section 6 Conditions Precedent to Obligations of LC Illinois and the Shareholders All obligations of LC Illinois and the Shareholders under this Plan are subject to the satisfaction, on or before the Closing date, except as otherwise provided for herein, or waived or extended in writing by the parties hereto, of the following conditions: