Common use of ACTIONS PRIOR TO THE CLOSING DATE Clause in Contracts

ACTIONS PRIOR TO THE CLOSING DATE. ah. Conduct of Business Prior to the Closing . Except as required by applicable Law or as expressly required by the terms of this Agreement or the Transaction Agreements, and except for matters set forth in Section 7.01 of the Seller Disclosure Schedule or for Legally Required COVID-19 Actions or Permissible COVID-19 Actions; provided that prior to taking any Permissible COVID-19 Action, Seller, to the extent permitted by applicable Law, shall consult in good faith with Buyer in respect of such Permissible COVID-19 Action, from the date of this Agreement through the Closing Date, unless the Buyer otherwise consents in writing in advance (which consent shall not be unreasonably withheld, delayed or conditioned), (a) the Seller shall in respect of the Business, and shall cause the Company and the Company Subsidiary to, conduct its business in the ordinary course and use reasonable best efforts to preserve intact the business of the Company and the Company Subsidiary and the relationship of the Business with its policyholders, distributors and others having business dealings with the Business, (b) the Seller shall in respect of the Business, to the extent permitted by applicable Law, keep the Buyer reasonably informed of any actions taken and any plans, procedures and practices adopted in connection with the mitigation of the risk of the COVID-19 outbreak, including any Legally Required COVID-19 Actions or Permissible COVID-19 Actions, and any change in Law or recommendations in respect of operations in respect thereof or the consequence thereof, other than in respect of any competitively sensitive information, and (c) the Seller shall in respect of the Business, and shall cause its Affiliates to, refrain from taking any of the following actions with respect to the Company, the Company Subsidiary and the Business:

ACTIONS PRIOR TO THE CLOSING DATE. ah. Conduct of Business Prior Seller and the --------------------------------- International Sellers covenant and agree to take, or cause their Affiliates, including, without limitation, PDGNB and the Subsidiaries, (collectively, the "Seller Entities") to take, and Buyer covenants and agrees to take, or cause its ---------------- Affiliates to take, the following actions between the date hereof and the Closing Date: (a) Each party shall afford to the Closing . Except as required by applicable Law or as expressly required by officers, employees and authorized representatives of the terms other party (and, in the case of this Agreement or the Transaction AgreementsBuyer, its financing sources and their representatives) reasonable access to its personnel, offices, properties, and except for matters set forth in Section 7.01 of the Seller Disclosure Schedule or for Legally Required COVID-19 Actions or Permissible COVID-19 Actions; provided that prior to taking any Permissible COVID-19 Action, Seller, business and financial records to the extent permitted by applicable Lawreasonably necessary and to furnish to the other party or its authorized representatives (and, in the case of Buyer, its financing sources and their representatives) such additional information concerning its assets, liabilities or operations as shall consult be reasonably requested. Such access shall be granted during normal business hours and upon reasonable advance notice. (b) The Seller Entities acknowledge and agree that their participation and cooperation will be required in good faith order for Buyer to obtain the financing necessary to fund all or any portion of the Purchase Price and the Seller Entities covenant and agree to use their best efforts to participate and cooperate with Buyer to cause any reasonable conditions to Buyer's receipt of its financing to be fulfilled, including, without limitation, promptly taking any action or promptly furnishing any information requested by Buyer in respect of such Permissible COVID-19 Actionconnection therewith, from the date of this Agreement through the Closing Date, unless the Buyer otherwise consents in writing in advance (which consent shall not be unreasonably withheld, delayed or conditioned), including: (a) the Seller shall in respect furnishing information, including financial statements and projections of the Business, and shall cause the Company and the Company Subsidiary to, conduct its business ; (b) participating in the ordinary course preparation of any offering circular, offering memorandum, private placement memorandum, prospectus, registration statement, proxy statement or other similar documents; (c) participating in the preparation of a road show or any similar marketing materials and use reasonable best efforts to preserve intact the business of the Company and the Company Subsidiary and the relationship making available appropriate officers of the Business for participation therein; and (d) making available requested due diligence materials and appropriate officers and employees for participation in discussions in connection therewith. (c) The Seller Entities shall not (and shall not permit any of their representatives or advisors to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of any stock or assets constituting part of the Business (including any acquisition structured as a merger, consolidation, or share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort of attempt by any Person to do or seek any of the foregoing. No Seller Entity shall vote any shares of capital stock, including, but not limited to, the Shares, in favor of any such acquisition structured as a merger, consolidation, or share exchange. Seller shall immediately notify Buyer if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing. (d) Buyer shall not (and shall not permit any of its policyholdersrepresentatives or advisors to) solicit, distributors initiate or encourage the submission of any proposal or offer from any Person relating to the acquisition of more than 40% of the voting securities of, or all or substantially all of the assets of, Buyer (including any acquisitions structured as a merger, consolidation or share exchange). Buyer shall immediately notify Seller if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing. (e) Buyer and others having business dealings Seller covenant and agree that not later than June 19, 2000, the International Buyers and the International Sellers will enter into Sale Agreements to effect (i) the transfer of businesses affiliated with the BusinessSubsidiaries that are operated in Australia, New Zealand, U.K., Europe, the People's Republic of China, Hong Kong, Singapore, and India as further described in the chart dated April 24, 2000 and titled "Structure of GNB Worldwide" provided by Seller to Buyer and (bii) the transfer of certain trademarks. These agreements are referred to herein as the "ROW Agreements." Buyer and Seller shall in respect further covenant and agree that: (i) the ROW Agreements will provide for closing of the Business, to the extent permitted by applicable Law, keep the Buyer reasonably informed of any actions taken and any plans, procedures and practices adopted in connection transactions contemplated thereby simultaneously with the mitigation of the risk of the COVID-19 outbreak, including any Legally Required COVID-19 Actions or Permissible COVID-19 Actions, and any change in Law or recommendations in respect of operations in respect thereof or the consequence thereof, other than in respect of any competitively sensitive informationClosing, and (cii) the Seller shall in respect substantive provisions of the BusinessROW Agreements will parallel the substantive provisions of this Agreement, and shall cause its Affiliates to, refrain from taking any modified only for compliance with local law. The ROW Agreement covering the sale of that portion of the following actions business located in Australia shall contain a covenant not to compete from the sellers thereunder, which covenant not to compete shall be on generally the same terms and conditions as the covenant not to compete contained in Section 6 of this --------- Agreement, including, without limitation, with respect to the Companyglobal scope and five-year duration of such covenant not to compete. Upon execution of the ROW Agreements, Buyer shall cause the International Buyers and Seller shall cause the International Sellers to become parties to this Agreement by executing and delivering signature pages to this Agreement. Upon such execution and delivery, the Company Subsidiary International Buyers and the BusinessInternational Sellers will be subject to the obligations imposed on them and entitled to the benefits afforded to them by this Agreement. (f) Buyer and Seller covenant and agree that not later than June 12, 2000: (i) Seller shall deliver final Disclosure Schedules to the U.S. Agreement and to this Agreement as contemplated by Section ------- 5.7 hereof; --- (ii) Buyer and Seller shall agree on the ROW Business Allocation as set forth in the U.S. Agreement; and (iii) Buyer shall have determined whether or not it will make the 338(h)(10)