Pre-Closing Contract Sample Clauses

Pre-Closing Contract. (a) Subject to Section 2.5, Section 5.1 and Section 5.2 of the Agreement, during the period between the signing of the Agreement and the Closing, Seller shall require any new customer of the Business to contractually agree that such customer’s Contract will be assignable by Seller to Buyer without prior written consent of such customer, including at or after the Closing. (b) Subject to Section 2.5, Section 5.1 and Section 5.2 of the Agreement, during the period between the signing of the Agreement and the Closing, Seller shall (x) remain free to enter into a renewal, upgrade, downgrade or other Contract modification with any existing customer, in each case, only in the ordinary course of business, and (y) use good faith efforts to require that any such existing customer contractually agree that such existing customer’s Contract will be assignable by Seller to Buyer without prior written consent of such existing customer, including at or after the Closing; provided, however, that Seller shall not be prohibited from entering into such renewal, upgrade, downgrade or other Contract modification if Seller reasonably determines in good faith that such existing customer is unwilling to require that its Contract be assignable without its prior written consent or that such a revision would cause an unreasonable delay.
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Related to Pre-Closing Contract

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Closing Agreements At the Closing, the parties shall execute, acknowledge and deliver such other instruments or documents as may be necessary or appropriate to carry out the transactions contemplated by this Agreement.

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Closing Deliveries of Buyer (i) Buyer and Target shall have entered into the Sellers’ Release and such release shall be in full force and effect as of the Closing: (ii) Buyer shall have executed and delivered to Sellers the Promissory Note(s), and such notes shall be in full force and effect as of the Closing; (iii) Buyer shall have entered into the Security Agreement, and such agreement shall be in full force and effect as of the Closing; (iv) Buyer shall have entered into the Sellers’ Non-Competition Agreement, and such agreement shall be in full force and effect as of the Closing; (v) Target shall have entered into ▇▇. ▇▇▇▇▇▇▇’▇ Employment Agreement, and such agreement shall be in full force and effect as of the Closing; (vi) Intentionally omitted; (vii) Intentionally omitted; (viii) Buyer shall have obtained from ACF ▇▇▇▇▇ I, LP and Jax Legacy Investments I, LLC (“Buyer’s Lenders”) a consent to the transactions contemplated by this Agreement including (A) the acquisition of Target, (B) the issuance of the Promissory Notes by Buyer, and (C) the pledging of assets by Buyer pursuant to the Security Agreement; (ix) Buyer shall have delivered to Sellers a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, as to: (i) the certificate of incorporation of Buyer and any amendments to thereto; (ii) the bylaws of the Buyer and any amendments thereto; and (iii) authorizing resolutions of the board of directors (or a duly authorized committee thereof) of the Buyer relating to this Agreement and the transactions contemplated hereby; and (x) Buyer shall have delivered the Closing Cash Payment to Sellers.

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A ▇▇▇▇ of sale in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).