Prior to Closing Date Clause Samples

Prior to Closing Date. The Vendor covenants and agrees with the Purchaser that from and after the date of execution of this Agreement to the Closing Date: (a) As soon as the Vendor has determined that a state of facts exist which results in or will result in: (i) a representation or warranty contained in subsection 3.1 being untrue or incorrect in any material respect; or (ii) the non-fulfilment of any of the conditions precedent set forth in subsection 8.1, the Vendor will notify the Purchaser of such state of facts. (b) Except with the prior written consent of the Purchaser the Vendor shall not do or fail to do anything that would result in any of the representations and warranties set forth in subsection 3.1 not being true and correct in all material respects at the time of Closing. (c) The Vendor will obtain any release, waiver, consent or approval that the Purchaser, acting reasonably, may advise is required in order that none of the execution and delivery of this Agreement, the completion of the transactions contemplated hereby, or the observance and performance of the obligations of the Vendor herein will: (i) constitute or result in a material breach of or a material default under, or an event which, with the giving of notice or lapse of time or otherwise, would constitute or result in a material breach of or material default under, or (ii) give to any other Person, after the giving of notice or otherwise, any right of termination, cancellation or acceleration in or with respect to, any indenture, mortgage, deed of trust, agreement, contract, lease, franchise, certificate, consent, Permit, licence or other instrument or commitment to which the Vendor is a party or is subject, or by which it is bound, or from which it derives benefit, or which is required or desirable for the conduct in the usual and ordinary course of the operation of the business of the Vendor. (d) The Vendor will take or cause to be taken all proper steps, actions and corporate proceedings on its part (including the approval of the sale by its directors) to enable the Vendor to vest a good and marketable title in the Purchaser to the Assets free and clear of all Liens, except the Permitted Encumbrances. (e) The Vendor will not sell, consume, or dispose of or transfer possession of any of the Assets. (f) The Vendor will make all necessary, governmental and other filings for which it is responsible under this Agreement in a timely fashion and shall supply the Purchaser with whatever consent or authorizat...

Prior to Closing Date. Since (i) December 31, 2000 and (ii) the delivery of the pro forma financial statements described in Section 6.4(A) up to the Closing Date, in either case, there has occurred no change in the business, condition (financial or otherwise), operations, properties or prospects of the Borrower or any of its Subsidiaries or the Borrower and its Subsidiaries taken as a whole or the Target Companies and their respective Subsidiaries taken as a whole or any other event which has had or could reasonably be expected to have a Material Adverse Effect; provided, however, that this representation and warranty shall not include any Target Company or its respective Subsidiaries to the extent that the Borrower has elected not to consummate the acquisition thereof.

Prior to Closing Date. Immediately prior to the Closing Date, ninety-nine percent (99%) of the Membership Interests in the Company were held by Holdings and one percent (1%) of the Membership Interests in the Company were held by Rudey Timber.

Prior to Closing Date. On January 25, 2002 in connection with the formation of the Company under the Act, the MLP made an initial Capital Contribution to the Company in the amount of $1,000 for all of the Membership Interests in the Company. Upon completion of such contribution, 100% of the Membership Interests in the Company were held by the MLP.

Prior to Closing Date. Since December 31, 2002 and up to the Closing Date, there has occurred no change in the business, condition (financial or otherwise), operations, properties or prospects of the Borrower or any of its Subsidiaries or the Borrower and its Subsidiaries taken as a whole or any other event which has had or could reasonably be expected to have a Material Adverse Effect.

Prior to Closing Date. Prior to or concurrently with the Closing Date, Holdings shall, on behalf of the Borrowers, furnish to the Lead Agent originals or copies for delivery to the Co-Agent, each Lender, the Swingline Loan Lender and the Letter of Credit Issuer of, or, if applicable, pay to the Lead Agent, the following:

Prior to Closing Date. The Vendor covenants and agrees with the Purchaser that from and after the date of execution of this Agreement to the Closing Date: a) if the Vendor determines that a state of facts exist which results in or will result in a representation or warranty set forth in section 3.1 being untrue or incorrect in any material respect or the non-fulfillment of any of the conditions precedent set forth in section 6.1, the Vendor will notify the Purchaser of such state of facts; b) except with the prior written consent of the Purchaser, the Vendor will not do or fail to do anything that would result in any of the representations and warranties set forth in section 3.1 not being true and correct in all material respects at the Closing Date; c) to pay all amounts due and owing by the Vendor up to and including the Closing Date to third parties under all of the building owner access or marketing agreements forming part of the Purchased Assets; d) the Vendor will take or cause to be taken all proper steps, actions and corporate proceedings on its part (including the approval of the sale by the directors and shareholders, if required, of the Vendor) to enable it to vest a good and marketable title in the Purchaser to the Purchased Assets, free and clear of all Encumbrances; e) the Vendor will maintain in force policies of insurance heretofore maintained; f) to the extent permitted by DTA Asset Subscribers and SMATV Asset Subscribers as a result of section 4.1 (d), the Vendor will take good and reasonable care of all the Purchased Assets and do all necessary repairs and maintenance to such assets as are used by the Vendor in the usual and ordinary course of the operation of the Business, and take reasonable care to protect and safeguard the Purchased Assets; g) the Vendor will permit the Purchaser or its agents to have full and complete access to the Purchased Assets and other records of the Vendor pertaining to the Purchased Assets for the purpose of conducting its due diligence inspection thereof; h) the Vendor will not sell, consume, or dispose of or transfer possession of any of the Purchased Assets; i) the Vendor will conduct the Business only in the usual and ordinary course of the operation of the Business; j) the Vendor will make all necessary Tax, governmental and other filings in a timely fashion; k) the Vendor will not, directly or indirectly, solicit, initiate or encourage (by way of furnishing information, negotiating or entering into any form of agreement, arr...

Prior to Closing Date. By SONeTech or Convergent if the other party shall have (i) misstated any representation or been in breach of any warranty contained herein, (ii) been in breach of any covenant, undertaking or restriction contained herein and such misstatement or breach has not been cured by the earlier of (a) thirty (30) days after the giving of notice by the non-breaching party of such misstatement or breach or (b) the Closing Date; or (iii) the failure to consummate the transactions contemplated herein through the fault of the other party;

Prior to Closing Date. Buyer may notify Sellers in writing that Buyer has determined, in its sole discretion, that if any Designated Client Contract (a “Prohibited Client Contract”) or Prohibited Subcontract were assumed by Buyer or its Affiliates, performance by Buyer or its Affiliates thereof would be inconsistent with or in violation of Buyer’s Independence