ACTION PRIOR TO THE CLOSING DATE Sample Clauses

ACTION PRIOR TO THE CLOSING DATE. Buyer and Seller covenant and agree to take the following actions between the date hereof and the Closing Date:

ACTION PRIOR TO THE CLOSING DATE. From and after the execution of this Agreement until the Closing Time (or earlier termination of this Agreement in accordance with Section 10.1):

ACTION PRIOR TO THE CLOSING DATE. The following actions have been or will be taken prior to the Closing Date:

ACTION PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date: 4.1. Investigation of the Tribune Station Business and the ▇▇▇▇▇ Station Business. Upon the request of ▇▇▇▇▇▇▇▇, with respect to the Tribune Station Business, or Tribune, with respect to the ▇▇▇▇▇ Station Business (the "Investigating Party"), the other party hereto (the "Investigated Party") shall and shall cause its subsidiaries party hereto to afford to the officers, employees and authorized representatives of the Investigating Party (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 24-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Tribune Station Business or the ▇▇▇▇▇ Station Business, as the case may be, to the extent the Investigating Party shall reasonably deem necessary or desirable and shall furnish to the Investigating Party or its authorized representatives such additional information concerning the Tribune Station Business or the ▇▇▇▇▇ Station Business, as the case may be, as shall be reasonably requested; provided, however, that the Investigated Party shall not be required to violate any obligation of confidentially to which it is subject in discharging its obligations pursuant to this Section 4.1; and provided, further; that during the period from the date hereof until the consummation of the ▇▇▇▇▇ Merger Meredith's obligations pursuant to this Section 4.1 shall be limited to using commercially reasonable efforts to cause KTC to provide Tribune with access as provided above, provided that, in the event that KTC does not grant Tribune access as provided in this Section 4.1, ▇▇▇▇▇▇▇▇ agrees to exercise its rights under the ▇▇▇▇▇ Merger Agreement to perform such investigation of the ▇▇▇▇▇ Station as Tribune shall reasonably request, at Tribune's cost, and to provide Tribune with the results of such investigation. Each Investigating Party agrees that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Investigated Party.

ACTION PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Clos ing Date:

ACTION PRIOR TO THE CLOSING DATE. Buyer and Seller covenant and agree to take the following actions between the date hereof and the Closing Date: 7.1. Preserve Accuracy of Representations and Warranties --------------------------------------------------- Buyer and Seller shall refrain from taking any action that would render any representation or warranty contained in this Agreement inaccurate as of the Closing Date. Buyer and Seller shall promptly notify the other of any Action, investigation or other proceeding, that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.

ACTION PRIOR TO THE CLOSING DATE. 7.1 Preserve Accuracy of Representations and Warranties 7.2 Consents of Third Parties; Governmental Approvals 7.3 Investigation by Buyer 7.4 Public Announcement 7.5 Operations Prior to the Closing Date 7.6 Employee Matters 7.7 Certain Restrictions 7.8 Bulk Transfers; Bulk Sales Laws

ACTION PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date: 5.1 Investigation of the Metroplex Business by the Company. Upon the ------------------------------------------------------ request of the Company, Metroplex shall afford to the officers, employees and authorized representatives of the Company (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon 24-hour prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Metroplex Business to the extent the Company shall reasonably deem necessary or desirable and shall furnish to the Company or its authorized representatives such additional information concerning the Metroplex Assets and the Metroplex Business as shall be reasonably requested, including all such information as shall be necessary to enable the Company or its representatives to verify the accuracy of the representations and warranties contained in Article III and to verify that the covenants of Metroplex in Section 5.3 have been complied with. The Company agrees that any such investigation or audit, including interviews with employees, shall be conducted in such a manner as not to interfere unreasonably with the operations of Metroplex or the Metroplex Business.

ACTION PRIOR TO THE CLOSING DATE. Section 5.1. Access to Information 39 Section 5.2. Notification; Update of Schedules 39 Section 5.3. Consents of Third Parties; Governmental Approvals 40 Section 5.4. Interim Period Operations 41 Section 5.5. Interim Period Cash Distributions and Bonuses to Employees 42 Section 5.6. Warehouse Line of Credit and Deposits 43