Actions Prior to Closing Date Sample Clauses

Actions Prior to Closing Date. The Parties covenant and agree to take the following actions between the date hereof and the Closing Date:
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Actions Prior to Closing Date. During the period prior to the Closing Date, the Merging Corporation agrees to take the following actions: 4.1 To own and operate its assets and properties in the ordinary course of business in accordance with past practice; 4.2 To maintain all licenses and permits applicable to its assets and properties in full force and effect and to comply will all laws, rules, regulations, and ordinances applicable to its assets and properties;
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Actions Prior to Closing Date. From and after the date of this Merger Agreement and until the Closing Date or termination of this Merger Agreement: (a) Neither the Company nor Castle shall undertake or institute any action other than in the ordinary course of business of the Company which could reasonably be expected to have a material adverse effect on the assets, properties, financial condition, or operating results of the Company taken as a whole. (b) Castle shall not and shall not permit the Company to sell or issue any shares of capital stock of the Company or any securities convertible or exchangeable for, or options, warrants, commitments, or rights of any kind to acquire, any such shares of capital stock. (c) Castle shall promptly notify the Parent of any material lawsuits, claims, proceedings, or investigations of which Castle has Knowledge that may be threatened, brought, asserted, or commenced against or involving the Company or the Merger.
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Actions Prior to Closing Date. During the period prior to the Closing Date, the Exchanged Corporation and the shareholders of the Exchanged Corporation agree to take (or to cause the Exchanged Corporation to take) the following actions: 4.1 To own and operate its assets and properties in the ordinary course of business in accordance with past practice; 4.2 To maintain all licenses and permits applicable to its assets and properties in full force and effect and to comply will all laws, rules, regulations, and ordinances applicable to its assets and properties; 4.3 To refrain from transferring, encumbering, pledging, assigning, or otherwise disposing of its assets and properties (or engaging in negotiations or discussions regarding the same) or entering into additional contracts or commitments except in the ordinary course of business in accordance with past practice (provided that it may dispose of items of equipment which are replaced with items of comparable value); 4.4 To provide such financial information relating to the performance of its assets and properties as the Exchanging Corporation may reasonably request from time to time and to grant reasonable access to its assets and properties and the minute book, stock ledger, and corporate books and records of the Exchanged Corporation to representatives of the Exchanging Corporation from time to time; 4.5 To refrain from transferring the Exchanged Shares (defined in Section 5.2) (or engaging in negotiations or discussions regarding the same) other than pursuant to this Agreement, amending the Exchanged Corporation's Articles of Incorporation or Bylaws, or in any other manner altering the capital structure of the Exchanged Corporation, whether by issuing additional shares of capital stock of the Exchanged Corporation or options, warrants, or other securities convertible into or exchangeable for shares of capital stock of the Exchanged Corporation, redeeming shares of capital stock of the Exchanged Corporation, or otherwise; and 4.6 To cause the Exchanged Corporation to maintain a current ratio of not less than 1:1 and to refrain from incurring additional indebtedness other than trade payables incurred in the ordinary course of business. In the event the Exchanged Corporation's current ratio exceeds 1:1 on the Closing Date, the Exchanging Corporation and the Exchanged Corporation shall cooperate to determine the amount of the excess, and the Exchanging Corporation agrees to compensate the shareholders of the Exchanged Corporation for th...
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Actions Prior to Closing Date. Distribution and Buyer covenant and agree to take the following actions between the date hereof and the Closing Date:
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Actions Prior to Closing Date. 47 Section 6.1 Access to Information; Due Diligence 47 Section 6.2 Governmental Approvals 48 Section 6.3 Consents of Third Parties 49 Section 6.4 Operations Prior to Closing Date 50 Section 6.5 Financing; Assistance with Financing 52 Section 6.6 Termination of Certain Affiliate Obligations and Intercompany Accounts 55 Section 6.7 Execution of Rousselot Supply Agreement 55 ARTICLE VII ADDITIONAL AGREEMENTS 56 Section 7.1 Use of Seller Names 56 Section 7.2 Tax Matters 56 Section 7.3 WARN Act 64 Section 7.4 Publicity 64 Section 7.5 Retention Incentive Plan 64
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Actions Prior to Closing Date. From and after the date of this Purchase Agreement and until the Closing Date or Termination Date, whichever first occurs: (a) Sellers shall not undertake or institute any action of the Castle Subsidiaries which could reasonably be expected to have a material adverse effect on the assets, properties, financial condition, or operating results of any of the Castle Subsidiaries. (b) Sellers shall not (i) sell, pledge, convey, transfer, lease or encumber any of the Shares or any partnership interests in the Asset Sellers or the Purchased Assets, or (ii) sell or permit any Castle Subsidiary to issue or sell any shares of capital stock or other equity interests of any Castle Subsidiary or any securities convertible or exchangeable for, or options. warrants, commitments, or rights of any kind to acquire, any such shares of capital stock or other equity interests. (c) Castle shall promptly notify Buyer of any material lawsuits, claims, proceedings, or investigations of which Sellers have Knowledge that may be threatened, brought, asserted, or commenced against or involving any of the Castle Subsidiaries, the Purchased Assets, or the Transactions. (d) The Asset Sellers shall not, and the Sellers shall not permit the Acquired Corporation to: (i) make any loans or advances to any other person or enter into any Contract relating to the borrowing of money or extension of credit (including obligations with respect to capital leases); or (ii) assume, guarantee, endorse, or otherwise become liable or responsible for the obligations of any other person (whether directly, contingently, or otherwise). (e) The Asset Sellers shall not, and the Sellers shall not permit the Acquired Corporation to: (i) increase or agree to increase the compensation payable to any of the directors, officers, or employees of the Castle Subsidiaries, except pursuant to the terms of agreements or plans as currently in effect; or (ii) enter into or adopt any pension, profit-sharing, incentive, deferred compensation, stock purchase, stock option, stock appreciation rights, or severance pay plan or any employment or consulting agreement, with or for the benefit of any director, officer, or employee of the Castle Subsidiaries, whether past or present, or amend or terminate any of such plans or any of such agreements in existence on the date hereof. (f) The Asset Sellers shall not, and the Sellers shall not permit the Acquired Corporation to, enter into any Contracts which, individually or in the aggrega...
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Actions Prior to Closing Date. 20 5.1 Access to Information Concerning Properties and Records...............................................20 5.2 Conduct of the Business of the Company Pending the Closing Date.......................................21 5.3 Best Efforts..........................................................................................22 5.4 No Solicitation of Other Offers.......................................................................22 5.5 Credit Facility.......................................................................................22 5.6 EMKT Contribution to Top Team Capital.................................................................23
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Actions Prior to Closing Date 
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Related to Actions Prior to Closing Date

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Operations Prior to the Closing Date (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the employees, brokers, lenders and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or other securities, or issue, grant, sell or encumber any security, option, warrant, put, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the acquisition, issuance, sale, pledge or other disposition of any shares of its capital stock or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13), other than in the ordinary course of business; (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates involving more than $25,000 when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute any material increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to employees of the Company, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

  • Operations Prior to Closing (a) Seller agrees to operate the Property between the Execution Date and the Closing Date in the same general manner as Seller has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force. (b) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which Seller is bound or to which the Real Property, or any of them, are subject, and which will be binding upon Buyer or a lien upon such Real Property, after the Closing. (c) Seller shall notify Buyer promptly of Seller's receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof. (d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by Seller upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination. (e) Except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, Seller shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on Buyer's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to Buyer. Further, except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, or as set forth above, Seller shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit). (f) Seller shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of Buyer, except those made by Seller pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as required under any Lease. (g) Seller shall timely ▇▇▇▇ all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears. (h) Seller shall notify Buyer of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, Seller not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without Buyer's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall be the sole property of Seller, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of Buyer. Each party agrees to promptly remit to the other any refund received by it which is the property of the other. (i) Seller shall notify Buyer promptly of the occurrence of any of the following: (i) Receipt of notice from any governmental or quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Property, or any portion thereof; (ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Property, or any portion thereof; (iii) Notice of any actual or threatened litigation against Seller or affecting or relating to the Real Property, or any portion thereof which may materially and adversely affect the Real Property or Seller's ability to consummate the transactions contemplated by this Agreement; and (iv) Vacancy of any demised Property by a tenant, other than in accordance with a scheduled lease termination.

  • Termination Prior to Closing Notwithstanding the foregoing, the parties will be relieved of the obligation to consummate the Closing and purchase or sell the Assets: (a) By the mutual written consent of the Buyer and the Seller; (b) By the Seller in writing, without liability, if the Buyer (i) fails to perform in any material respect its agreements contained herein required to be performed by it on or prior to the Closing Date, or (ii) materially breaches any of its representations, warranties or covenants contained herein, which in either case is not cured within ten (10) days after the Seller has notified the Buyer of its intent to terminate this Agreement pursuant to this subparagraph; (c) By the Buyer in writing, without liability, if the Seller (i) fails to perform in any material respect its agreements contained herein required to be performed by them on or prior to the Closing Date, or (ii) materially breaches any of its representations, warranties or covenants contained herein, which in either case is not cured within ten (10) days after the Buyer has notified the Seller of its intent to terminate this Agreement pursuant to this subparagraph; (d) Subject to Section 5.5 hereof, by either the Seller or the Buyer in writing, without liability, if there is issued any order, writ, injunction or decree of any court or governmental or regulatory agency binding on the Buyer or the Seller which prohibits or materially restrains the Buyer or the Seller from consummating the transactions contemplated hereby; provided that the Buyer and the Seller have used their reasonable, good faith efforts to have any such order, writ, injunction or decree lifted and the same has not been lifted within sixty (60) days after entry, by any such court or governmental or regulatory agency; (e) By the Buyer in writing, without liability, if Buyer elects to terminate pursuant to Section 6.1 or Section 6.2 hereof; (f) By either the Seller or the Buyer in writing, without liability, if for any reason the Closing has not occurred by March 31, 1999 other than as a result of the breach of this Agreement by the party attempting to terminate this Agreement; (g) By Seller in writing, without liability, upon a "Change of Control" of Buyer (for purposes of this Agreement, a "Change of Control" means (i) the acquisition by any individual, corporation, company, association, joint venture or other entity, of beneficial ownership of 25% or more of the voting securities of the Buyer; or (ii) individuals who, as of the date of this Agreement, constitute the Board of Directors of the Buyer cease for any reason to constitute at least a majority of the Board of Directors of the Buyer; or (iii) the consummation by the Buyer of a reorganization, merger or consolidation, or exchange of shares or sale or other disposition of all or substantially all of the assets of the Buyer, if immediately after giving effect to such transaction the individuals or entities who beneficially own voting securities immediately prior to such transaction beneficially own

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3