COVENANTS OF SELLERS PRIOR TO CLOSING DATE Clause Samples
The "Covenants of Sellers Prior to Closing Date" clause sets out the obligations and commitments that the sellers must fulfill between signing the agreement and the actual closing of the transaction. Typically, this includes requirements for the sellers to operate the business in the ordinary course, maintain assets, refrain from taking certain actions without buyer consent, and provide access to information or premises. By clearly outlining these interim duties, the clause ensures the business is preserved in its expected condition and reduces the risk of adverse changes before ownership is transferred, thereby protecting the buyer’s interests.
COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to each Acquired Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request.
5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company to:
(a) conduct the business of such Acquired Company only in the Ordinary Course of Business;
(b) use their Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company;
(c) confer with Buyer concerning operational matters of a material nature; and
(d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired Company.
COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to each Acquired Company's personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request.
COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION
COVENANTS OF SELLERS PRIOR TO CLOSING DATE. The following covenants shall apply to Sellers prior to the Closing Date and shall terminate upon Closing:
COVENANTS OF SELLERS PRIOR TO CLOSING DATE. Sellers agree (subject to the limitation of liability and remedies set forth in Section 10) as follows:
COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1. ACCESS AND INVESTIGATION. [RESERVED.]
5.2. OPERATION OF THE BUSINESSES OF THE COMPANY. Between the date of this Agreement and the Closing Date, Sellers will, and will cause the Company to:
(a) conduct the business of the Company only in the Ordinary Course of Business;
(b) use their Best Efforts to preserve intact the current business organization of the Company, keep available the services of the current officers, employees, and agents of the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Company;
(c) confer with Buyer concerning operational matters of a material nature; and
(d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of the Company.
COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Sellers shall, and shall cause each Acquired Company and its Representatives to, (a) furnish Buyer and its Representatives and prospective lenders and their Representatives (collectively, “Buyer’s Advisors”) with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, (b) furnish Buyer and Buyer’s Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request and (c) provide Buyer and Buyer’s Advisors with access to the Acquired Companies’ Representatives, personnel and assets as Buyer may reasonably request. Except for the Material Contract Updates, no information or knowledge obtained in investigation pursuant to this Section 5.1 or otherwise shall affect or be deemed to modify, qualify or limit any representation or warranty contained herein or the conditions of the obligations of the parties.
COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 ACCESS AND INVESTIGATION. Between the date of this Agreement and the Closing Date, Sellers after 24 hours advance notice will, and will cause the Company and its Representatives to, (a) afford Buyer and its Representatives full and free access to the Company's personnel, properties, contracts, books and records, and other documents and data, (b) furnish Buyer and its Representatives with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and its Representatives with such additional financial, operating, and other data and information as Buyer may reasonably request.
5.2 OPERATION OF THE BUSINESSES OF THE COMPANY. Between the date of this Agreement and the Closing Date, Sellers will, and will cause the Company to:
(a) conduct the business of the Company only in the Ordinary Course of Business except that Sellers may cause the Company to distribute or otherwise transfer the Excluded Assets to Sellers or any other Person designated by Sellers;
(b) use their Best Efforts to preserve intact the current business organization of the Company, keep available the services of the current officers, employees, and agents of the Company, and maintain the relations and good will with suppliers,
COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 Access and Investigations. Between the date of this Agreement and the ------------------------- Closing Date, Sellers will
(a) afford Buyer and its Representatives (collectively, "Buyer's Advisors") access, during normal business hours and with ---------------- reasonable prior notice, to each Acquired
COVENANTS OF SELLERS PRIOR TO CLOSING DATE. 5.1 Operation of Bioglan's Business. Between the date of this Agreement and the Closing Date, except required by Legal Requirements, Bioglan will:
(a) conduct the business of Bioglan in the ordinary course of business (except as contemplated by this Agreement), including with respect to purchases of Inventories;
(b) not incur or fail to satisfy any liability or obligation that would otherwise be an Assumed Liability, except as contemplated by Section 2.3(b) or except in the ordinary course of business;
(c) not terminate or modify, or grant any waiver or consent under, any Material Contract included in the Purchased Assets or, except in the ordinary course of business, not sell or otherwise dispose of any other item that would be included in the Purchased Assets;
(d) use commercially reasonable best efforts to preserve intact the current business organization, rights and properties of Bioglan (including making necessary filings or taking other appropriate actions to preserve its trademarks and trademark applications), keep available the services of the current officers, employees, and agents of Bioglan, and maintain the relations and goodwill with customers, landlords, creditors, employees, agents, and others having business relationships with Bioglan; and
(e) without limiting Buyer's rights under this Agreement, report periodically to Buyer concerning the status of the business and operations of Bioglan, as reasonably requested by Buyer, and use commercially reasonable best efforts to inform Buyer in writing within five (5) Business Days after obtaining Knowledge of (i) any events or circumstances that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (ii) any breach in any material respect by any Seller of any representation, warranty, covenant or agreement hereunder.