Covenants Pending Closing Clause Samples
The "Covenants Pending Closing" clause sets out the obligations and conduct required of the parties between signing a contract and the actual closing of the transaction. Typically, this clause requires the seller to operate the business in the ordinary course, refrain from making significant changes, and maintain the value of the assets being transferred. It may also obligate both parties to take necessary steps to fulfill closing conditions. The core function of this clause is to preserve the status quo and protect the interests of both parties during the interim period, minimizing the risk of adverse changes before the deal is finalized.
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Covenants Pending Closing. (a) From the date hereof until the Closing, the Contributor shall not:
(i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of his Company Interests; or
(ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his Company Interests.
(b) From the date hereof through the Closing, the Contributor shall, to the extent within his control, cause each of the Company and the Entity to conduct its business in the ordinary course of business, consistent with past practice, and shall, to the extent within his control, not permit the Company or the Entity, without the prior written consent of Acquirer, to:
(i) Enter into any material transaction not in the ordinary course of business of such entity:
(ii) Except for any transfers contemplated in the Term Sheet, sell, transfer or dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) any assets of such entity, except in the ordinary course of business consistent with past practice;
(iii) Mortgage, pledge or encumber (or permit to become encumbered) any assets of such entity, except (A) liens for taxes not due, (B) purchase money security interests in the ordinary course of such entity's business, and (C) mechanics' liens being disputed by such entity in good faith and by appropriate proceeding in the ordinary course of such entity's business (provided such mechanics liens are released prior to or on the Closing Date at no cost to the Acquirer);
(iv) Amend, modify or terminate any Lease, contract or other instruments relating to the Property to which such entity is a party, except in the ordinary course of the entity's business consistent with past practice;
(v) Cause or permit the Entity to change the existing use of the Property;
(vi) Cause or permit any entity to enter into any new Lease or terminate any existing Lease except in the ordinary course of such entity's business consistent with past practice;
(vii) Cause or take any action that would render any of the representations or warranties contained herein to be untrue in any material respect;
(viii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property;
(ix) Knowingly cause or permit such entity to violate or fail to use commercially reasonable efforts to cure any violation o...
Covenants Pending Closing. Pending the Closings, the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit any of its Subsidiaries to, without the Investors’ prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Investors of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.
Covenants Pending Closing. (a) The Seller covenants and agrees that from the date hereof to the Closing Date, to, and to cause the Company to:
(i) operate the businesses of the Company substantially as now operated and only in the ordinary course and, to the extent of and consistent with such operation, use reasonable efforts to preserve intact the present business organization, maintain the Company’s reputation and the relationships with Persons having business dealings with the Company;
(ii) maintain the books, accounts and records of the Company in the usual, regular and ordinary manner and consistent with past practice;
(iii) not sell, lease or dispose of any material business assets of the Company or encumber the Company with liabilities or Liens;
(iv) not amend, adversely modify or terminate any Contract except as otherwise necessary to comply with this Agreement; and Seller V.V. Purchaser T.S. R.T.
(v) not take any action that might reasonably be expected to adversely affect the ability of either party to execute, deliver or perform this Agreement. The Seller, the Company and the Purchaser will use their respective best efforts (A) to obtain all necessary consents and approvals of governmental and regulatory authorities to the consummation of the transactions contemplated by this Agreement, (B) to obtain all other waivers and/or consents necessary or advisable in connection with the transactions contemplated by this Agreement, and (C) to perform, comply with and fulfill all obligations, covenants and conditions required by this Agreement to be performed, complied with and fulfilled by them prior to or at the Closing Date. All transactional matters, corporate ministerial actions, regulatory filings or consent payments prior to Closing shall be at the Seller’s sole cost and expense.
(b) Prior to the Closing, the Seller and the Company agree to permit the Purchaser and its employees, agents and representatives to have reasonable access to the properties, assets, books and records, contracts and other documents, on reasonable prior notice, during regular business hours.
(c) Prior to the Closing, neither the Seller or the Company, on the one hand, nor the Purchaser, on the other hand, nor any of their agents or affiliates, shall either directly or indirectly make any press release or other public communication after the date hereof with respect to the transaction contemplated hereby without the prior written consent of all other parties hereto (which shall not be unreasonably with...
Covenants Pending Closing. Pending the Closing the Company will not, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true in all material respects at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance in all material respects. The Company will promptly advise the Investor in writing of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.
Covenants Pending Closing. From the Effective Date until the Closing, Seller agrees as follows:
A. Seller shall advise Buyer in writing of any material changes known to the Seller to information provided and representations and warranties made to Buyer pursuant to the terms and conditions of this Contract.
B. Seller shall not make application for any building permits, use permits or zoning variances from any governmental authority with respect to the Property without Buyer's prior consent.
C. Subject to the indemnity clause in paragraph 8, Seller shall allow Buyer to enter the Property and to inspect or cause to be inspected the condition of the Property, at any time or times from the Effective Date to and including the Closing, such inspections to be made during reasonable hours.
D. Seller will not incur any new lease or obligation or enter into or alter, amend, or modify any lease, contract or commitment relating to the Property without Buyer's prior written consent.
Covenants Pending Closing. The parties hereto agree as follows with respect to the period between the execution of this Agreement and the Closing:
Covenants Pending Closing. Following the execution of this Agreement and prior to Closing:
Covenants Pending Closing. Pending the Initial Closing, the Company will conduct its business in the ordinary course, and will not, without the Investors' prior written consent, such consent not to be unreasonably withheld, delayed or conditioned, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. Pending the Initial Closing, the Company will promptly advise the Investors of any action or event of which it becomes aware which has the effect of making materially incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.
Covenants Pending Closing. Pending the Closing, neither the ------------------------- Company nor any Subsidiary will, without the Purchasers' prior written consent, take any action which would result in any of the representations or warranties made by the Company in this Agreement not being true in any material respect at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly notify the Purchasers of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance. The giving of such notice shall not relieve the Company of any liability or the failure of any condition to the obligations of the Purchasers hereunder.
Covenants Pending Closing. Prior to the Closing, the Company shall maintain its existence and conduct and cause its Subsidiaries to conduct their respective businesses in usual, regular and ordinary course in substantially the same manner as heretofore conducted, and shall not, and shall not permit its Subsidiaries to, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, take any action which would result in any of the representations or warranties contained in this Agreement not being true or correct at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Purchaser of any action or event of which it becomes aware which has the effect of making materially incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.