Common use of Operation Pending Closing Clause in Contracts

Operation Pending Closing. On and after execution hereof and ------------ ------------------------- until the Effective Time, Subsidiary will not, Subsidiary Shareholders will not, and Subsidiary Shareholders will not cause Subsidiary to, enter into any transaction or perform any act that would constitute a material adverse breach of the representations, warranties or agreements contained herein and Subsidiary Shareholders and Subsidiary and its officers and employees will comply, and Subsidiary Shareholders will cause Subsidiary to comply, with all applicable material provisions of this Reorganization Agreement. On and after execution hereof and until the Effective Time: (a) Subsidiary and Subsidiary Shareholders will afford to the officers and authorized representatives of Parent access to the plants, properties, books and records of Subsidiary and will furnish Parent with such additional financial and operating data and other information as to the business and properties of the Subsidiary as Parent may from time to time reasonably request. (b) Subsidiary and Subsidiary Shareholders will cooperate with Parent, its representatives and counsel in the preparation and execution of any documents or other material which may be required in connection with the Exchange. (c) Subsidiary will, and Subsidiary Shareholders will cause Subsidiary, to: (1) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (2) maintain its properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted; (3) perform all its material obligations under agreements relating to or affecting its assets, properties and rights; (4) keep in full force and effect present insurance policies or other comparable insurance coverage; and

Operation Pending Closing. On and after execution hereof and ------------ ------------------------- until the Effective Time, Subsidiary will not, Subsidiary Shareholders Shareholder will not, and Subsidiary Shareholders Shareholder will not cause Subsidiary to, enter into any transaction or perform any act that would constitute a material adverse breach of the representations, warranties or agreements contained herein and Subsidiary Shareholders Shareholder and Subsidiary and its officers and employees will comply, and Subsidiary Shareholders Shareholder will cause Subsidiary to comply, with all applicable material provisions of this Reorganization Agreement. On and after execution hereof and until the Effective Time: (a) Subsidiary and Subsidiary Shareholders Shareholder will afford to the officers and authorized representatives of Parent access to the plants, properties, books and records of Subsidiary and will furnish Parent with such additional financial and operating data and other information as to the business and properties of the Subsidiary as Parent may from time to time reasonably request. (b) Subsidiary and Subsidiary Shareholders Shareholder will cooperate with Parent, its representatives and counsel in the preparation and execution of any documents or other material which may be required in connection with the Exchange. (c) Subsidiary will, and Subsidiary Shareholders Shareholder will cause Subsidiary, to: (1) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (2) maintain its properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted; (3) perform all its material obligations under agreements relating to or affecting its assets, properties and rights; (4) keep in full force and effect present insurance policies or other comparable insurance coverage; and