Pre-Closing Obligations Sample Clauses

Pre-Closing Obligations. 4.1 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Seller shall deliver or procure the delivery of the following to the Purchaser: (a) a written request in the prescribed form for removal of the Sale Shares registered in the name of the Security Agent (or its nominee) from the Register of Members to the Cayman Islands Register of Members; (b) a certified extract of the written resolutions of the directors of the Seller approving and authorising the execution, delivery and performance of this Agreement (including the sale of the Sale Shares to the Purchaser as of and with effect from the Closing Date) and each of the other Transaction Documents to which it is a party; (c) a certified extract of the written resolutions of the directors of OTH approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party; (d) a certified copy of each power of attorney (if any) under which any document to be delivered to the Purchaser has been executed; and (e) an original incumbency certificate from the registered agent of the Seller in the British Virgin Islands (or its equivalent in Malta) dated prior to the date of this Agreement. 4.2 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Purchaser shall deliver to the Seller: (a) deliver to the Seller a certified extract of the resolutions of the directors of the Purchaser approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party; and (b) deliver to the Seller a certified copy of each power of attorney (if any) under which any document to be delivered to the Seller has been executed.

Pre-Closing Obligations. (a) From the date of this Agreement until the Closing Date, except as otherwise expressly contemplated by this Agreement, required by Applicable Law, Permit, Contract in existence as of the date of this Agreement, or any Governmental Authority, as set forth in Section 5.01 of the Seller Disclosure Schedule or with the written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause the Company Group to, use Commercially Reasonable Efforts to conduct the Business in the ordinary course of business in all material respects, including use Commercially Reasonable Efforts to (w) keep available the services of all Company Employees, (x) maintain and operate its assets and properties in a good and workmanlike manner (and consistent with good industry practice and past practices), (y) maintain all Company Intellectual Property Rights to be in full force and effect, and (z) keep all Material Contracts in full force and effect (and, where such Contracts are due to expire prior to Closing, use Commercially Reasonable Efforts to secure a renewal or extension of such Contracts on terms substantially similar to their existing terms) and comply with all of the material terms, covenants and obligations contained in all Material Contracts. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as otherwise contemplated by this Agreement, required by Applicable Law, Permit, Contract in existence as of the date of this Agreement, or any Governmental Authority, as set forth in Section 5.01 of the Seller Disclosure Schedule or with the written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall not permit any Company Group member to (and, with respect to clause (vii) below, Seller shall not and shall not permit any of its Subsidiaries to): (i) amend (whether by merger, consolidation or otherwise) in any material respect, the Organizational Documents of any Company Group member; (ii) (A) split, combine or reclassify the Interests or (B) declare, set aside or pay any dividend or other distribution, other than (x) cash dividends or other cash distributions by any Company Group member to Seller, its Subsidiaries or any other Company Group member, or (y) as may facilitate the settlement or elimination of intercompany accounts between a Company Group member, on the one hand, and Seller, another Company Group member and...

Pre-Closing Obligations. Restaurant Asset Seller shall promptly pay, perform and discharge in full and in accordance with their respective terms, all liabilities and obligations relating to the Acquired Assets and/or the Business which accrue prior to the Closing (regardless of when they actually arise), and all other Excluded Liabilities, and Restaurant Asset Buyer shall have no responsibility therefor.

Pre-Closing Obligations. The parties covenant and agree as follows with respect to the period prior to the Closing Date:

Pre-Closing Obligations. Asset Seller shall promptly pay, perform and discharge in full and in accordance with their respective terms, all liabilities and obligations relating to the Acquired Assets and/or the Business which accrue prior to the Closing (regardless of when they actually arise), and all other Excluded Liabilities, and Asset Buyer shall have no responsibility therefor.

Pre-Closing Obligations. As to the period of time from the execution hereof until Closing, Seller and Buyer covenant and agree as follows:

Pre-Closing Obligations. (a) It is understood that all filings with the SEC are displayed on ▇▇▇▇▇ and that those filing reveal all material information pertaining to JK Acquisition and that there have been no material changes in JK Acquisition and no changes in issued stock since the most recent filings, including, without limitation, JK Acquisition’s Current Report on Form 8-K filed near the end of December 2009 reporting on the conversion by Sellers of two convertible promissory notes made payable by JK Acquisition to them. In addition, after signing this Agreement and prior to the Closing Date, in doing due diligence by the Purchaser, if material information is revealed that the Purchaser had not been previously made aware of that changes the structure and intent of this Agreement and the transaction, that the Sellers cannot correct, the Purchaser may cancel this Agreement. The Purchaser will notify the Sellers of the subject of concern and its intention to cancel this Agreement, in writing in accordance with Section 6.09 hereof. (b) Immediately, upon the execution of this Agreement, Sellers will forward by overnight delivery, or by email, for review by the Purchaser, a due diligence package which will include copies of original documents of JK Acquisition which the Purchaser might request, including, but not limited to, articles, bylaws, minutes, contracts or agreements, if any, financial statements and shareholder list and any other documents that are available and requested by the Purchaser. (c) Purchaser will provide Sellers information as requested by the Sellers concerning the Purchaser, including information on its officers and directors. Sellers may cancel this Agreement at any time prior to Closing contingent upon the return of any and all due diligence documentation provided by Sellers. (d) It is further agreed that if the full amounts of the Purchase Prices for the Shares are not paid in full on or before January 15, 2010, unless an extension of time is agreed to in writing by both parties, the Sellers, may, at their discretion, cancel this Agreement.

Pre-Closing Obligations. (a) From the date of this Agreement until the Closing, except (i) as permitted by this Agreement, (ii) as required by Applicable Law, Permit or any Governmental Authority, (iii) as set forth in Section 6.01 of the Disclosure Schedule or (iv) with the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause the other Acquired Entities to, (A) conduct their businesses in the ordinary course of business and (B) use commercially reasonable efforts to continue with (1) the engineering, design and construction of the ▇▇▇▇▇▇▇▇ Facility and (2) bringing the ▇▇▇▇▇▇▇▇ Facility into commercial operations; provided that (x) no action by any Acquired Entity that is expressly permitted by an exception to a subclause of Section 6.01(b) will be deemed a breach of this Section 6.01(a) and (y) any Acquired Entity’s failure to take any action prohibited by Section 6.01(b) will not be a breach of this Section 6.01(a); provided, further, that (i) the Company shall be entitled, in its reasonable judgment, to determine the amount and timing of any Indebtedness incurred or expenditures made in connection with the foregoing clause (B) (subject to the Company’s compliance with Section 6.01(b)(xviii)) and (ii) in no event shall any Acquired Entity be deemed to be in breach of the foregoing clause (B) to the extent such breach results from Buyer’s refusal to provide its consent in connection with the incurrence of Indebtedness pursuant to Section 6.01(b)(xviii). (b) Without limiting the generality of the foregoing, from the date hereof until the Closing, except (w) as permitted by this Agreement, (x) as required by Applicable Law, Permit or any Governmental Authority, (y) as set forth in Section 6.01 of the Disclosure Schedule or (z) with the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed, except in the case of Section 6.01(b)(xxiii), with respect to which Buyer may withhold, condition or delay its consent in its sole discretion), the Company shall not, and shall cause the other Acquired Entities not to: (i) (A) amend or modify (whether by merger, consolidation or otherwise) the Organizational Documents of any Acquired Entity or (B) consent to or execute and deliver any amendment or modification to the Organizational Documents of any JV Entity or take any action with respect to any JV Entity, in each case, in any manner adverse to Buyer or any Acquired Entity...

Pre-Closing Obligations. EarthCare and Subsidiary shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Shareholder at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.