Certain Matters Pending Closing Clause Samples
Certain Matters Pending Closing. 5.6.1 Buyer and its authorized agents, officers and representatives shall have reasonable access to the Seller and the Purchased Assets to conduct such examination and investigation of the Business and the Purchased Assets as they deem reasonably necessary, provided that such examinations shall be during normal business hours and shall not unreasonably interfere with the Seller’s normal business operations and activities. The Seller shall, and shall cause the Seller’s Representatives to (a) afford Buyer and its representatives access to properties, books, records, accounts and documents, (b) as reasonably requested by Buyer, furnish Buyer and its Representatives with copies of such properties, books, records, accounts and documents, (c) furnish Buyer and its Representatives with such additional financial, operating, and other data and information, all of or relating to the Business and its operations and Purchased Assets and all as Buyer may reasonably request and (d) afford Buyer and its Representatives access to IPS’s properties, books, records, accounts and documents and employees, in each case with respect to services provided on behalf of GAA; provided, however, nothing in this Section shall require the Seller, the Owner or the Owner to disclose or grant Buyer access to any information protected by the attorney-client privilege or the attorney work product doctrine.
5.6.2 Buyer and the Seller will cooperate in all reasonable respects in connection with giving notices to any governmental body, or securing the permission, approval, determination, consent or waiver of any governmental body, required by Law in connection with the transfer of the Purchased Assets from Seller to Buyer.
5.6.3 All Tax Returns required to be filed by the Seller with respect to the Business prior to the Closing Date or relating to periods prior to the Closing Date will be timely filed when due with the appropriate governmental agencies or extensions will have been properly requested and all Taxes pertaining to ownership of the Purchased Assets or operation of the Business prior to the Closing Date will be paid by the Seller when due and payable.
5.6.4 From and after the date hereof and prior to the Closing, the Seller shall (i) operate the Business in the ordinary course of business consistent with past practices; (ii) not take or agree to take any action inconsistent with the foregoing or inconsistent with the consummation of the Closing as contemplated by this Agreement; (iii...
Certain Matters Pending Closing. Seller and the Shareholders covenant to Buyer and Probex, and Buyer and Probex covenant to Seller, that from and after the Effective Time and until the Closing Date, without the other party's prior written consent:
Certain Matters Pending Closing. From the date of this Agreement until the Closing Date:
Certain Matters Pending Closing. The Borrower covenants and agrees with the Lender that on and after the date hereof until the Closing Date, the Loan Parties will perform or cause to be performed the obligations set forth below.
Certain Matters Pending Closing. With respect to each Interest, the Seller agrees that from the date of this Purchase Agreement until the earlier of (i) the termination of this Purchase Agreement with respect to such Interest, (ii) the Final Closing Deadline, or (iii) Closing Date with respect to such Interest:
Certain Matters Pending Closing. TPII covenants to Capital, that from and after the date of this Agreement and until the Closing Date, without Capital's prior written consent:
Certain Matters Pending Closing. 12 Section 4.1 Full Access.................................................12 Section 4.2 Confidentiality.............................................12 Section 4.3 Carry on in Regular Course..................................12 Section 4.4 Consents, Approvals and Notifications.......................13 Section 4.5 Exclusive Dealing...........................................14 Section 4.6 Cooperation.................................................15 Section 4.7
Certain Matters Pending Closing. 5.7.1 Buyer and its authorized agents, officers and representatives shall have reasonable access to the Company to conduct such examination and investigation of the Business and the Company as they deem reasonably necessary, provided that such examinations shall be during normal business hours and shall not unreasonably interfere with the Company’s normal business operations and activities. The Company shall, and shall cause the Company’s representatives to (a) afford Buyer and its representatives access to properties, books, records, accounts and documents, (b) as reasonably requested by Buyer, furnish Buyer and its representatives with copies of such books, records, accounts and documents, (c) furnish Buyer and its representatives with such additional financial, operating, and other data and information, all of or relating to the Business and its operations and all as Buyer may reasonably request and
Certain Matters Pending Closing. The Target Company and the Principal Stockholders covenant to the Acquiror that from and after the date of this Agreement and until the Closing Date:
5.1 Carry on in Ordinary Course. Except as otherwise permitted by this Agreement or consented to by the Acquiror in writing, the Target Company (i) shall conduct its business and cause the Related Entities to conduct their respective businesses in the ordinary course (including, but not limited to, the continued purchase of inventory and supplies as required to maintain pars at a level consistent with past practice) and to use its reasonable best efforts to preserve, and to cause the Related Entities to preserve, their respective properties, businesses and relationships with suppliers, customers, employees and franchisees, and (ii) shall not and shall cause the Related Entities not to: (a) grant any mortgage, pledge, lien or encumbrance on any of the properties or assets of the Target Company or any Subsidiary, except Permitted Liens; (b) except as set forth on Schedule 5.1(b), make any capital expenditures (including any capital leases) or commitments therefor which, when combined with capital expenditures (including capital leases) or commitments therefor made after May 31, 1997, or that relate to the period after May 31, 1997, would exceed $25,000 for any Hotel or for any other real property owned or leased by the Target Company or any Related Entity (provided, however, that budgeted amounts required to complete construction and furnishing of the St. Louis, Missouri Clubhouse Inn and any amount required for emergency repairs shall not be subject to such limitation) ; (c) make any increase which is material in the compensation payable or to become payable to any of the officers, employees, or agents, individually or in the aggregate, of the Target Company or any Related Entity or make any payment, other than as contemplated by Section 6.2(x), to either of the Principal Stockholders in respect of the termination or cancellation of their employment agreements with the Target Company (or any other Related Entity); (d) make, amend, or enter into any employment contract or any bonus, incentive, stock option, profit sharing, pension, retirement, stock purchase, hospitalization, medical reimbursement, insurance, severance benefit, or other similar plan or arrangement or make any voluntary contribution to any such plan or arrangement; (e) make any loans, advances or capital contributions to, or investments in, or g...
Certain Matters Pending Closing. Seller agrees that from the date of this Purchase Agreement until the Closing Date: