Pre and Post Closing Covenants Sample Clauses
Pre and Post Closing Covenants. Scorpio Gold agrees to: (A) use its best commercially reasonable efforts to obtain the requisite regulatory approvals of the TSX Venture Exchange prior to the Closing; (B) continue to make the Monthly Payments to GPXM pursuant to the terms of the LOI, in the amount of One Hundred Thousand Dollars (US $100,000) per month until the Closing, which sums, subject to Section 2.1(d) are nonrefundable and shall be credited against the cash portion of the Purchase Price; and (C) if a Closing has not occurred on or prior to the due date of that certain Bridge Note dated February 6, 2009 made by GPXM to Crestview Capital Master, LLC, in the approximate amount of One Million One Hundred Thousand Seven Hundred Seventy-Four Dollars (US $1,100,774), then Scorpio Gold and GPXM shall take commercially reasonable steps to extend the due date of the Bridge Note until the earlier of (1) the Closing or (2) the Bridge Note’s revised maturity date, if any. Scorpio Gold and GPXM shall equally share the costs associated with extending the due date of the Bridge Note as required.
Pre and Post Closing Covenants. Pubco, Ferber and Caplan hereby covenant to the other as follows:
Pre and Post Closing Covenants. The parties hereby covenant as follows:
Pre and Post Closing Covenants. 5.1 CONDUCT OF BUSINESS DURING INTERIM PERIOD Except as disclosed in Schedule 3.3(a) or contemplated elsewhere in this Agreement, during the Interim Period the Vendor will cause the Company and the Subsidiary to carry on its business in the ordinary and normal course in a prudent, businesslike, and efficient manner and substantially in accordance with the procedures and practices in effect on the Statement Date and without limiting the generality of the foregoing, during the Interim Period the Vendor will not, and will not permit any of the Company or the Subsidiary to, without the prior consent in writing of the Purchaser:
(a) purchase or sell, consume or otherwise dispose of any of its Assets in connection with its Business except Inventories sold in the ordinary course of business or which is not material to the Business;
(b) enter into any material contract or assume or incur any liability relating to or in any way affecting its Business except in the ordinary course of business;
(c) settle any Accounts Receivable of a material nature at less than face value net of the reserve for that account;
(d) waive or surrender any material right in connection with its Business;
(e) discharge, satisfy or pay any Lien, obligation or liability in connection with its Business except in the ordinary course of business;
(f) make any capital expenditures or commitment therefor in connection with its Business in excess of $50,000;
(g) issue any shares in its capital;
(h) increase or improve any compensation, pension, bonus, share of profits or other benefit to, or for the benefit of, any employee, director, or officer of the Company except in the ordinary course of business;
(i) pay or declare any dividends, make any distributions, or redeem or repurchase any of the Company's shares other than as permitted in Section 2.5(h)(1) or described in Schedule 3.3(a); or
(j) alter the memorandum and articles of the Company and the Vendor will cause the Company and the Subsidiary to:
(k) maintain insurance on its assets as they are insured on the date hereof;
(l) use its Best Efforts to preserve and maintain the goodwill of its Business; and
(m) do all necessary repairs and maintenance to its Assets and take reasonable care to protect and safeguard those Assets in the ordinary course consistent with past practice.
Pre and Post Closing Covenants i. Forgiveness of Rexray debt. Prior to the closing, all indebtedness of Rexray, if any, shall be forgiven and discharged by the obligee(s) thereof pursuant to a written instrument executed by said obligee(s) in favor of Rexray.
Pre and Post Closing Covenants. Digital and the Vendor hereby covenant to the other as follows:
Pre and Post Closing Covenants