Laserfiche WebLink
<br />Section 4.12 Environmental Matters. <br /> <br />(a) Except as have not and would not reasonably be expected to have, <br />individually or in the aggregate, a Parent !v1aterial Adverse Effect: <br /> <br />(i) no notice, notification, demand, request for information, citation, <br />summons or order has been received, no complaint has been filed, no penalty has been <br />assessed, and no investigation, action, claim, suit, proceeding or review (or any basis <br />therefor) is pending or, to the knowledge of Parent, is threatened by any Governmental <br />Authority or other Person relating to or arising out of any Environmental Law; and <br /> <br />(ii) Parent and Merger Sub are and have been in compliance with all <br />Environmental Laws and all Environmental Permits. <br /> <br />(b) For purposes of this Section 4.12, the term "Parent" shall include any entity <br />that is, in whole or in part, a predecessor of Parent. <br /> <br />ARTICLE FIVE <br /> <br />COVENANTS AND CONDUCT OF BUSINESS AND <br />TRANSACTIONS PRIOR TO CLOSING <br /> <br />Section 5.1 Covenants of Parent and Memer Sub. From the date hereof through the <br />Closing, without the prior written consent of the Company (which will not be unreasonably withheld <br />or delayed), unless otherwise required or permitted by any other provision of this Agreement or any <br />Related Agreement, (a) neither Parent nor Merger Sub shall take any action that would cause the <br />representations and warranties made by Parent and Merger Sub in this Agreement not to be true, <br />correct and accurate, in all material respects (determined as provided in Section 7.3), as of the <br />Closing, and (b) Parent shall promptly notifY the Company of any failure of Parent or Merger Sub <br />to comply with or satisfY any covenant, condition or agreement to be complied with or satisfied by <br />either of them prior to the Closing. <br /> <br />Section 5.2 <br /> <br />Covenants ofCompanv. <br /> <br />(a) Comoanv's Negative Covenants. From the date hereof through the Closing, <br />without the prior written consent of Parent (which will not be unreasonably withheld or delayed), <br />except for such rate increases as the Company Entities may implement under applicable Legal <br />Requirements and except as set forth on Schedule 5.2 or unless otherwise required or permitted by <br />any other provision of this Agreement or any Related Agreement, the Company shall not, and shall <br />cause the other Company Entities not to: <br /> <br />(i) take any action which would cause the representations and warranties <br />made by the Company in this Agreement not to be true, correct and accurate, in all material <br />respects (determined as provided in Section 6.4) as of the Closing; <br /> <br />A Tl/90584-8 <br /> <br />32 <br />