Pre-Closing Actions Sample Clauses

Pre-Closing Actions. On or prior to the Closing, the Company shall take the actions set forth on Section 7.07 of the Company Disclosure Schedule.

Pre-Closing Actions. (a) Prior to the Closing, Sellers and Holdings shall consummate the Pre-Closing Reorganization in the manner described in Exhibit A, or in a manner substantially similar thereto; provided that Sellers and Holdings shall obtain the consent of Parent (not to be unreasonably withheld, conditioned or delayed) if any alteration in the consummation of the Pre-Closing Reorganization from the transactions described in Exhibit A could reasonably be expected to adversely impact Parent (or any of its Affiliates, including the Acquired Entities). (b) The Seller Parties shall, and shall cause their respective Representatives to, (i) reasonably consult with Parent regarding the Pre-Closing Reorganization, (ii) provide Parent with all information related to the Pre-Closing Reorganization as reasonably requested by Parent and (iii) otherwise keep Parent reasonably informed of the status of the Pre-Closing Reorganization, including providing reasonably prompt oral and written notice of all material developments related thereto. Without limiting the foregoing, the Seller Parties shall, and shall cause their respective Representatives to, provide Parent and its Representatives with a reasonable opportunity to review and comment in advance on all Contracts, certificates, Filings and other instruments that relate to the Pre-Closing Reorganization and shall consider in good faith any such comments. (c) Prior to the Closing, the Seller Parties shall (i) amend, terminate or take such other action with respect to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 30, 2009 (as amended, the “Securitization Facility”) to permit the Company to retain all right, title and interest in and to the accounts receivable of the Acquired Entities that would otherwise be subject to the Securitization Facility, free and clear of all Liens (other than Permitted Liens), including all Liens under the Securitization Facility, and (ii) cause ▇▇▇▇▇ Funding, L.L.C., a Delaware limited liability company (“Funding Company”), to assign, convey, deliver and transfer to the Company all right, title and interest in and to all bank accounts that are in the name of Funding Company and which relate to the collection of the Acquired Entities’ accounts receivable. As of the Closing, Holdings shall deliver to Parent evidence of the completion of the actions contemplated by the foregoing clauses (i) and (ii) in form and substance reasonably satisfactory to Parent. (d) Prior to the...

Pre-Closing Actions. As promptly as practicable, each of the parties to this Agreement will: (i) use reasonable best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated hereby and by the Ancillary Documents; (ii) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such party pursuant to Applicable Law in connection with this Agreement, the Ancillary Documents and the issuance of the Series B Preferred Shares pursuant hereto and the consummation of the other transactions contemplated hereby and by the Ancillary Documents; (iii) use reasonable best efforts to obtain, or cause to be obtained, all Consents (including any Consents required under any contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to this Agreement and the Ancillary Documents; and (iv) coordinate and cooperate with the other parties in exchanging such information and supplying such assistance as may be reasonably requested by the other parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to this Agreement and the Ancillary Documents.

Pre-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, following the Effective Time, Fountain shall have no Liability for the breach or alleged breach of this Agreement related to any actions taken or not taken prior to the Effective Time; provided that, for the avoidance of doubt, nothing in this Section 2.11 shall absolve Fountain of any Liability for breach of any of its obligations under any covenants which contemplate performance after the Effective Time.

Pre-Closing Actions. The parties acknowledge that this Agreement is being executed prior to the negotiation and discussion of all matters relating to such exchangeable share transaction and prior to the negotiation and discussion of the schedules to this Agreement and documents to be delivered thereto. As well, all of the representations and warranties may not be complete or true as of the date of signing of the Agreement. The parties agree to work together in good faith in finalizing the documentation and resolving such issues prior to Closing, which may involve an amendment to this Agreement to reflect such issues. All schedules and material documentation must be presented to the other party for review as soon as possible following execution of this Agreement.

Pre-Closing Actions. (a) Prior to the Closing: (i) each of Echo Holdco, Echo, the Company, Change Aggregator L.P. and H&F Echo Holdings, L.P. shall have entered into a Tax Receivable Agreement substantially in the form set forth attached hereto in Exhibit I (the “New Echo Tax Receivable Agreement”); (ii) the Echo Shareholders shall contribute pro rata in proportion to their ownership of Echo Holdco capital stock, an aggregate of the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco to Echo in exchange for 100% of the issued and outstanding capital stock of Echo; (iii) MCK shall have delivered to the other Parties hereto a statement setting forth the Non-IP Initial Percentage and the MCK IPCo Initial Percentage; and (iv) the MCK Pre-Closing Restructuring shall have occurred.

Pre-Closing Actions. On the Closing Date, immediately prior to the First Effective Time, the following actions shall take place or be effected (in the order set forth in this Section 2.1):

Pre-Closing Actions. Prior to the Closing, CRR shall cause CRC to establish NYC and PRR as wholly owned Subsidiaries of CRC and shall cause CRC and NYC to enter into the NYC LLC Agreement and shall cause CRC and PRR to enter into the PRR LLC Agreement.

Pre-Closing Actions. The following transactions shall be effected prior to the Closing Date: (a) No later than three (3) Business Days prior to the Closing Date, the Company shall provide to SPAC a written report setting forth a list of all of the Company Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “Company Transaction Expenses Certificate”). (b) As soon as reasonably practicable (but in any event no later than three (3) Business Days) prior to the Closing Date, SPAC shall deliver to the Company written report setting forth (i) the aggregate amount of cash that will be required to satisfy the exercise of the SPAC Share Redemption; and (ii) a list of all of the SPAC Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (the “SPAC Transaction Expenses Certificate”). (c) Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to SPAC a spreadsheet (the “Company Share Implied Price Spreadsheet”) setting forth the calculation of the (i) Closing Fuel Oil Price, (ii) Fully-Diluted Company Shares, (iii) Company Share Implied Price and (iv) Exchange Ratio, in each case, in accordance with the terms of this Agreement. As promptly as practicable following the Company’s delivery of the Company Share Implied Price Spreadsheet, the parties hereto shall work together in good faith to finalize and mutually agree on the Company Share Implied Price Spreadsheet in accordance with this Agreement. (d) At least five (5) Business Days prior to the Merger Effective Time, Sponsor shall cause all of its SPAC Class A Shares to be converted into an equal number of SPAC Class B Shares (the “Sponsor Class A Conversion”).