Common use of TRANSACTIONS PRIOR TO THE CLOSING Clause in Contracts

TRANSACTIONS PRIOR TO THE CLOSING. Seller hereby covenants the following: a. Conduct of Corporation’s Business Until Closing. Except as Purchaser 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 not true on the Closing Date. Seller will be responsible for collection of all accounts receivable and payment of all accounts payable accrued to December 15, 2005 (hereinafter the “Cutoff Date”), but no earlier than 15 days prior to closing. The Seller shall retain the right to continue to collect its accounts receivable, and shall be obliged to continue to pay its accounts payable, until the Cutoff Date. The Seller will receive payment of the net proceeds of its accounts receivable, and shall pay accounts payable, through the Cutoff Date. Seller shall be responsible for reporting and payment of all taxes due in connection with Seller’s receipts of income owed to Seller prior to the Cutoff Date.

TRANSACTIONS PRIOR TO THE CLOSING. Seller hereby covenants the following: a. Conduct of Corporation’s Business Until Closing. Except as Purchaser 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 not true on the Closing Date. Seller will be responsible for collection of all accounts receivable and payment of all accounts payable accrued to December 15January 18, 2005 2006 (hereinafter the “Cutoff Date”), but no earlier than 15 days prior to closing. The Seller shall retain the right to continue to collect its accounts receivable, and shall be obliged to continue to pay its accounts payable, until the Cutoff Date. The Seller will receive payment of the net proceeds of its accounts receivable, and shall pay accounts payable, through the Cutoff Date. Seller shall be responsible for reporting and payment of all taxes due in connection with Seller’s receipts of income owed to Seller prior to the Cutoff Date.