Common use of Prior to the Closing Date Clause in Contracts

Prior to the Closing Date. Buyer shall not, without the prior written consent of the Company, knowingly take any action which (i) would render any of the representations or warranties made by Buyer in this Agreement and in the Ancillary Documents to which Buyer is a party untrue in any material respect if given with reference to the facts and circumstances then existing, or (ii) would result in any of the covenants contained in this Agreement and in the Ancillary Documents becoming incapable of performance. Buyer shall promptly advise the Sellers' Representative and the Carlyle Funds of any action or event of which Buyer becomes aware which would have the effect of making incorrect in any material respect any such representations or warranties if given with reference to facts and circumstances then existing or which has the effect of rendering any such covenants incapable of performance.