OBLIGATIONS PENDING EFFECTIVE DATE Sample Clauses

The "Obligations Pending Effective Date" clause defines the responsibilities and actions that parties must undertake between the signing of an agreement and the date it officially comes into effect. Typically, this clause outlines interim duties such as maintaining confidentiality, preparing for the transition, or refraining from certain activities until the agreement is fully operational. Its core function is to ensure that both parties are aligned and protected during the interim period, preventing misunderstandings or actions that could undermine the agreement before it is formally in force.
OBLIGATIONS PENDING EFFECTIVE DATE. 4.1 AGREEMENTS OF CCO AND ECO CCo and ECo agree to take the following actions after the date hereof: (a) Each party will promptly execute and file or join in the execution and filing of any application or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity which may be reasonably required, or which the other party may reasonably request, in connection with the consummation of the transactions contemplated by this Agreement. Each party will use its reasonable best efforts to promptly obtain such authorizations, approvals and consents. Without limiting the generality of the foregoing, as promptly as practicable after the execution of this Agreement, each party shall make any required filings under the HSR Act and shall make such filings as are necessary under the Investment Canada Act and the Competition Act (Canada); (b) CCo and ECo shall cooperate in the preparation of the Proxy Circular and the Registration Statements and of subsequent amendments, where appropriate, thereto and the prompt filing by CCo of the Registration Statements and subsequent amendments thereto with the SEC; (c) Each of CCo and ECo will promptly notify the other in writing (i) of any event occurring subsequent to the date of this Agreement which would render any representation and warranty of such party contained in this Agreement untrue or inaccurate in any material respect; (ii) of any event, change or effect having a Material Adverse Effect on such party; and (iii) of any breach by such party of any material covenant or agreement contained in this Agreement; (d) During the term of this Agreement, each of CCo and ECo will use its reasonable best efforts to satisfy or cause to be satisfied as soon as reasonably practicable all the conditions precedent that are set forth in Article 5 hereof, and each of CCo and ECo will use its reasonable best efforts to cause the Arrangement and the other transactions contemplated by this Agreement to be consummated as soon as reasonably practicable; (e) Subject to Section 5.4, each of CCo and ECo covenants and agrees that it will use its reasonable best efforts (including, without limitation, investigations and consultations with its professional advisors) such that it and its Affiliates (as defined in Section 7.6) will not take or agree to take any action that would prevent CCo from accounting for the business combination to be effected by the Arrangement as a pooling of interes...
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OBLIGATIONS PENDING EFFECTIVE DATE. 4.1 AGREEMENTS OF US CO AND CHAUVCO US Co and Chauvco agree to take the following actions after the date hereof:
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OBLIGATIONS PENDING EFFECTIVE DATE. 4:1 AGREEMENTS OF PVAXX. PVAXX agrees that from the date hereof to and through the Effective Date, PVAXX will:
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OBLIGATIONS PENDING EFFECTIVE DATE. 1. Agreements of ITEQ and AIX. . . . . . . . . . . . . . . . . . 21 4.1.1. Maintenance of Present Business. . . . . . . . . . 21 4.1.2. Maintenance of Properties. . . . . . . . . . . . . 22 4.1.3.
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OBLIGATIONS PENDING EFFECTIVE DATE. 4.1. Agreements of GSE and Parent. GSE and Parent (for itself and on behalf of Merger Sub) agree to take the following actions after the date hereof:
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OBLIGATIONS PENDING EFFECTIVE DATE. 46 4.1 Agreements of QCo and GCo .................................. 46 4.2 Additional Agreements of GCo ............................... 49 4.3 Additional Agreements of QCo ............................... 51 4.4 Public Announcements ....................................... 54 4.5 Comfort Letters ............................................ 54
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OBLIGATIONS PENDING EFFECTIVE DATE. 22 4.1 AGREEMENTS OF TMW, CANCO AND MG................................................................22 4.2 ADDITIONAL AGREEMENTS OF MG....................................................................23 4.3
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OBLIGATIONS PENDING EFFECTIVE DATE 
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Related to OBLIGATIONS PENDING EFFECTIVE DATE

  • Existence and Amounts of Liens and Obligations Whenever a Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Representative shall be entitled to make any such determination by such method as it may, in the exercise its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company or any of its subsidiaries, any Secured Party or any other person as a result of such determination.

  • General Provisions Applicable to Loans and Letters of Credit 5.1 Procedure for Borrowing by the Company (a) The Company may borrow under the Commitments on any Business Day after the Funding Date. The Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (i) 1:00 P.M., New York City time, three (3) Business Days prior to the requested Borrowing Date in the case of a proposed borrowing of Term Benchmark Loans and (ii) 11:00 A.M., New York City time, on the requested Borrowing Date if the borrowing is to be solely of ABR Loans; provided that any such notice of a borrowing of ABR Loans to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.6(a) may be given not later than 1:00 P.M., New York City time, on the date of the proposed borrowing) signed by a Responsible Officer of the Company specifying (A) the amount of the borrowing, (B) whether such Loans are initially to be Term Benchmark Loans or ABR Loans, or a combination thereof, (C) if the borrowing is to be entirely or partly Term Benchmark Loans, the length of the Interest Period for such Term Benchmark Loans and (D) the amount of such borrowing to be constituted by Revolving Credit Loans and/or Incremental Revolving Credit Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender, which notice shall in any event be delivered to each Lender by 12:00 Noon, New York City time, on such date. Not later than 2:00 P.M., New York City time, on the Borrowing Date specified in such notice, each Lender shall make available to the Administrative Agent at the office of the Administrative Agent specified in Section 12.2 (or at such other location as the Administrative Agent may direct) in Dollars an amount in Same Day Funds equal to the amount of the Loan to be made by such Lender. Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent’s crediting the account of the Company designated by the Company, with the aggregate amount actually received by the Administrative Agent from the Lenders and in like funds as received by the Administrative Agent; provided that Revolving Credit Loans made to finance the reimbursement of an L/C Disbursement as provided in Section 2.6 shall be remitted by the Administrative Agent to the applicable Issuing Lender. (b) Any borrowing of Term Benchmark Loans by the Company hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) except as provided in Section 2.1(b), the aggregate principal amount of all Term Benchmark Loans having the same Interest Period shall not be less than $1,000,000 or a whole multiple of $1,000,000 in excess thereof, and (ii) no more than ten Interest Periods shall be in effect at any one time with respect to Term Benchmark Loans.

  • Calculation of Amounts; Binding Effect of Interpretations and Actions of Master Servicer Section 4.07

  • Obligations of Company Upon Termination (a) In the event of the termination of Executive's employment pursuant to Section 7 (a), (b), (c) or (e), Executive will be entitled only to the compensation earned by him hereunder as of the date of such termination (plus life insurance or disability benefits if applicable and provided for pursuant to Section 4(c)). (b) In the event of the termination of Executive’s employment pursuant to Section 7 (d) or (f), Executive will be entitled to receive in one lump sum payment the full remaining amount under the Term of this Agreement to which he would have been entitled had this Agreement not been terminated.

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to November 15, 2016; provided, however, that, except in the case of clause (ii) or (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by any Investor of its obligations to effect the Closing pursuant to Section 6.3(a)(iii), written notice thereof shall promptly be given to the other Investors by the Company and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.