ACTION PRIOR TO THE CLOSING DATE Sample Clauses
The 'Action Prior to the Closing Date' clause outlines the obligations and permitted activities of the parties in the period between signing an agreement and the actual closing date. Typically, it requires the seller to operate the business in the ordinary course, maintain assets, and refrain from significant changes without the buyer’s consent. For example, the seller may be restricted from incurring new debts or selling key assets during this interim period. This clause ensures that the business remains substantially the same as when the agreement was signed, protecting the buyer from unexpected changes or risks before the transaction is finalized.
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ACTION PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:
ACTION PRIOR TO THE CLOSING DATE. Buyer and Seller covenant and agree to take the following actions between the date hereof and the Closing Date:
ACTION PRIOR TO THE CLOSING DATE. From and after the execution of this Agreement until the Closing Time (or earlier termination of this Agreement in accordance with Section 10.1):
ACTION PRIOR TO THE CLOSING DATE. The following actions have been or will be taken prior to the Closing Date:
ACTION PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:
4.1. Investigation of the Tribune Station Business and the ▇▇▇▇▇ Station Business. Upon the request of ▇▇▇▇▇▇▇▇, with respect to the Tribune Station Business, or Tribune, with respect to the ▇▇▇▇▇ Station Business (the "Investigating Party"), the other party hereto (the "Investigated Party") shall and shall cause its subsidiaries party hereto to afford to the officers, employees and authorized representatives of the Investigating Party (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 24-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Tribune Station Business or the ▇▇▇▇▇ Station Business, as the case may be, to the extent the Investigating Party shall reasonably deem necessary or desirable and shall furnish to the Investigating Party or its authorized representatives such additional information concerning the Tribune Station Business or the ▇▇▇▇▇ Station Business, as the case may be, as shall be reasonably requested; provided, however, that the Investigated Party shall not be required to violate any obligation of confidentially to which it is subject in discharging its obligations pursuant to this Section 4.1; and provided, further; that during the period from the date hereof until the consummation of the ▇▇▇▇▇ Merger Meredith's obligations pursuant to this Section 4.1 shall be limited to using commercially reasonable efforts to cause KTC to provide Tribune with access as provided above, provided that, in the event that KTC does not grant Tribune access as provided in this Section 4.1, ▇▇▇▇▇▇▇▇ agrees to exercise its rights under the ▇▇▇▇▇ Merger Agreement to perform such investigation of the ▇▇▇▇▇ Station as Tribune shall reasonably request, at Tribune's cost, and to provide Tribune with the results of such investigation. Each Investigating Party agrees that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Investigated Party.
ACTION PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Clos ing Date:
ACTION PRIOR TO THE CLOSING DATE. Buyer and Seller covenant and agree to take the following actions between the date hereof and the Closing Date:
7.1. Preserve Accuracy of Representations and Warranties --------------------------------------------------- Buyer and Seller shall refrain from taking any action that would render any representation or warranty contained in this Agreement inaccurate as of the Closing Date. Buyer and Seller shall promptly notify the other of any Action, investigation or other proceeding, that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.
ACTION PRIOR TO THE CLOSING DATE. 7.1 Preserve Accuracy of Representations and Warranties
7.2 Consents of Third Parties; Governmental Approvals
7.3 Investigation by Buyer 7.4 Public Announcement 7.5 Employee Matters 7.6 Certain Restrictions 7.7 Bulk Transfers; Bulk Sales Laws
ACTION PRIOR TO THE CLOSING DATE. 7.1 Investigation of the Business by Buyer 41 7.2 Operations Prior to the Closing Date 42 7.3 HSR Act; Reasonable Best Efforts 43 7.4 Bankruptcy Court Approval 45 7.5 Bankruptcy Filings 45 7.6 Break-Up Fee and Expense Reimbursement 46
ACTION PRIOR TO THE CLOSING DATE. 7.1 Investigation of the Business by Buyer 23 7.2 Operations Prior to the Closing Date 24 7.3 HSR Act; Reasonable Best Efforts 25 7.4 Bankruptcy Court Approval 26 7.5 [Reserved] 26 7.6 Communications with Customers and Suppliers 27 7.7 Information Technology Services 27 7.8 Letters of Credit 27 7.9 637 Registrations; Alcohol Fuel Plant Permits 27
8.1 Taxes 27 8.2 Payments Received 28 8.3 Adequate Assurance and Performance 28 8.4 Post-Closing Books and Records and Personnel 28 8.5 No Other Representations or Warranties 29 8.6 Acquired Assets “AS IS”; Buyer’s Acknowledgment Regarding Same 29