Pre-Closing Covenants Contract Clauses (40)

Pre-Closing Covenants. The Parties agree as follows with respect to the period from and after the execution of this Agreement until the Closing or termination of this Agreement: A. General. Each of the Parties will use its commercially reasonable best efforts to prepare, execute and deliver all documents, take all actions and do all things necessary, in order to propel, consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including the satisfaction, but not waiver, of a...ll of the Closing conditions set forth in Section 2. B. Notices. Company will give any notices to third parties, and will use its commercially reasonable best efforts to obtain any necessary third-party consents. C. SEC and State Filings. Each of the Parties will, give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of Governmental Authorities in connection with the matters referred to herein. D. Further Cooperation. The filing Party in each instance will use its best efforts to respond to the comments of the SEC or any state Governmental Authorities on any filings and will make any further filings, including amendments and supplements, in connection therewith that may be necessary, with whatever information and assistance in connection with the foregoing filings the filing Party may reasonably request. E. Notice of Developments. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of its own representations and warranties in this Agreement. No disclosure by any Party pursuant to this Section 3.E, however, will be deemed to amend or supplement the Company Disclosure Schedule or the ALPP Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant. F. Employment and RSU Agreement. The Surviving Corporation and Daniel Pepper shall have entered into the Employment Agreement. ALPP and Daniel Pepper shall have entered into the RSU Agreement. G. Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by ALPP (which consent shall not be unreasonably withheld or delayed), the Company shall (i) conduct the business of the Company in the Ordinary Course of Business consistent with past practice; and (ii) use reasonable best efforts to maintain 6 EXECUTION COPY and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. View More

Pre-Closing Covenants. From the Effective Date through the Closing, KCCO shall provide PHIL with reasonable access to KCCO's relevant financial, operating and other data and information regarding its business, as reasonably requested by PHIL; provided that, (i) such access shall be during normal business hours and in a manner that does not unreasonably interfere with the normal business operations of KCCO, and (ii) KCCO shall not be required to provide such access or disclose any information to PHIL if doing so could ...result in a waiver of attorney-client privilege, work product doctrine or similar privilege. All of such information shall be treated as "Confidential Information" pursuant to the terms of the Non-Circumvention and Non- Disclosure Agreement (the "NDA") between the parties, the provisions of which are hereby incorporated herein and acknowledged by the parties as a continuing obligation in accordance with its terms. View More

Pre-Closing Covenants. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing. (a) General. Each of the Parties will use his or its best efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Section 10 below). (b) Notices and Consents. The Company shall give any notices... to third parties and will use its best efforts to obtain any third-party consents, that Purchaser may reasonably request. Each of the Parties will give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of governmental authorities necessary in order to consummate the transactions contemplated hereby. Purchaser and Principal agree to cooperate fully with the Company in the preparation and timely filing of a Form 8-K under the Exchange Act, regarding the change of control of the Company, and to provide all information therefor respectively needed from them in a timely manner, so as not to cause undue delay in the filing of the Form 8-K or any amendment thereto. Otherwise, neither the Company nor Principal is aware of any third-party consent nor other filing or notice to third parties that is necessary in respect of this Agreement. (c) Operation of Business. Principal will not cause the Company to, and the Company shall not, engage in any practice, take any action, or enter into any transaction except for ministerial matters necessary to maintain the Company in good standing and to arrange for the filing of all necessary reports required under the Securities Exchange Act to make the Company a reporting company. Without limiting the generality of the foregoing, Principal will not cause the Company to, and the Company shall not (i) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock except as otherwise expressly specified herein, (ii) issue, sell, or otherwise dispose of any of its capital stock, or grant any options, warrants, preemptive or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock, (iii) make any capital expenditures, loans, or incur any other obligations or liabilities, (iv) enter into any agreements involving expenditures individually, or in the aggregate, of more than $1,000 (other than agreements for professional services which will be paid in full at or prior to the Closing), (v) enter into any agreement or incur any other commitment or (vi) otherwise engage in any practice, take any action, or enter into any transaction that is inconsistent with the transactions contemplated hereby. 7 (d) Preservation of Business. The Company shall keep its business and properties substantially intact until the Closing. (e) Notice of Developments. Principal will give prompt written notice to Purchaser of any material adverse development causing a breach of any of the representations and warranties in Section 4 or 5 above. No disclosure by any Party pursuant to this Section, however, shall be deemed to amend or supplement the disclosures contained in the schedules hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant. View More

Pre-Closing Covenants. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing. 6.1. General. Each of the Parties will use his or its best efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Section 8 below). 6.2. Notices and Consents. Each of the Parties will give any... notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of governmental authorities necessary in order to consummate the transactions contemplated hereby. View More