Transactions Prior to Closing Sample Clauses
Transactions Prior to Closing. Seller hereby covenants the following:
a. Conduct of Seller's Business Until Closing. Except as Buyer may otherwise consent in writing prior to the Closing Date, Seller will not enter into any transaction, take any action or fail to take any action which would result in, or could reasonably be expected to result in or cause any of the representations and warranties of Seller contained in this Agreement to be void, invalid or false on the Closing Date.
Transactions Prior to Closing. Between the date of this Contract and the Closing, the executive officers and Board of Directors of the Company shall retain full control of the management and business of the Company. To enable Parent to prepare for settlement at the Closing, Parent, Securityholders and the Company agree that between the date hereof and Closing:
Transactions Prior to Closing. Seller hereby covenants the following:
Transactions Prior to Closing. 4.1 Conduct of Business prior to Closing 4.2 Webigen Property Rights
Transactions Prior to Closing. (a) Prior to the Closing, the deeds covering the real property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and certain personal property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, shall be assigned by Tanknology to the Seller.
(b) At or prior to Closing, cash of the Subsidiaries in the amount of $793,000 as reflected on the August 31 Financial Statements shall be withdrawn by the Seller.
(c) Prior to Closing, the Seller shall eliminate or cause its Affiliates to eliminate all intercompany account balances, including the accounts reflected on each of the August 31 Financial Statements under the item "Investment in Subsidiaries."
(d) At or prior to Closing, Seller shall execute assumption agreements reasonably acceptable to Buyer assuming from the Subsidiaries (i) any and all income Taxes for the period through the Closing Date, (ii) any and all claims, losses or liabilities arising from or relating to the real property and improvements and certain personal property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and the adjacent lot owned by Seller, (iii) any obligation of the Subsidiaries relating to ▇. ▇. ▇▇▇▇▇ under that certain consulting agreement between ▇. ▇. ▇▇▇▇▇, Seller and Tanknology dated as of December, 1991, and (iv) any obligation of the Subsidiaries relating to the employees listed on Schedule 2.4(d)(iv).
Transactions Prior to Closing. Corporate 2 ----------------------------------------
Transactions Prior to Closing. Between the date of this Agreement and the Closing, the executive officers and Board of Directors of the Seller shall retain full control of the management and business of the Seller. To enable Parent to prepare for settlement at the Closing, Parent, Securityholder and the Seller agree that between the date hereof and Closing:
Transactions Prior to Closing. 31 4.1. Access to Information Concerning Properties and Records; Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . .31 4.2. Conduct of the Business Pending the Closing Date . . . . . . . . . .31 4.3.
Transactions Prior to Closing. 4.1 Conduct of Business prior to Closing
4.2 Webigen Property Rights
4.3 Repayment of Shareholders Loan prior to Closing
4.4 Further Actions
Transactions Prior to Closing. Conduct of Seller's Business until Closing