Transactions To Be Effected Prior to the Closing Sample Clauses

Transactions To Be Effected Prior to the Closing. In furtherance of consummating the Merger, the EchoStar Parties agree to take, and to cause their respective applicable Subsidiaries to take, the following actions prior to the Closing in accordance with the steps generally set forth on Schedule 1.2 (together, the “Pre‑Closing Restructuring”): (a) EchoStar shall, and shall cause its applicable Subsidiaries to, cause the Transferred Assets to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to Newco or, when contemplated by Schedule 1.2, one of its Subsidiaries and Newco or, when contemplated by Schedule 1.2, one of its Subsidiaries shall accept from EchoStar and its Subsidiaries, all of EchoStar’s and its Subsidiaries’ rights, title and interest in and to all the Transferred Assets, which will result in Newco owning, directly or indirectly, the BSS Business; and (b) Newco shall accept, assume and agree to faithfully perform, discharge and fulfill all of the Assumed Liabilities in accordance with their respective terms. Newco shall be responsible for all of the Assumed Liabilities and its obligations under this Section 1.3(b) shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any representation, warranty or covenant contained in any Transaction Document or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.
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Transactions To Be Effected Prior to the Closing. In furtherance of consummating the Closing Transactions, the EchoStar Parties agree to take the following actions prior to the Closing in accordance with the steps generally set forth on Schedule ‎1.2 (together, the “Pre-Closing Restructuring”): (a) Except as expressly contemplated by Section ‎1.4(e), EchoStar shall, and shall cause its applicable Subsidiaries to, cause the EB Transferred Assets to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to EB Splitco or, when contemplated by Schedule ‎1.2, one of its Subsidiaries and EB Splitco or, when contemplated by Schedule ‎1.2, one of its Subsidiaries shall accept from EchoStar and its Subsidiaries, all of EchoStar’s and its Subsidiaries’ rights, title and interest in and to all the EB Transferred Assets, which will result in EB Splitco owning, directly or indirectly, the EB Business; (b) EB Splitco shall accept, assume and agree to faithfully perform, discharge and fulfill all of the EB Assumed Liabilities in accordance with their respective terms. EB Splitco shall be responsible for all of the EB Assumed Liabilities and its obligations under this Section ‎1.3(b) shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any representation, warranty or covenant contained in any Transaction Document or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise; (c) Except as expressly contemplated by Section ‎1.4(e), EchoStar shall, and shall cause its applicable Subsidiaries to, cause the ET Transferred Assets to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to ET Splitco or, when contemplated by Schedule ‎1.2, one of its Subsidiaries and ET Splitco or, when contemplated by Schedule ‎1.2, one of its Subsidiaries shall accept from EchoStar and its Subsidiaries, all of EchoStar’s and its Subsidiaries’ rights, title and interest in and to all the ET Transferred Assets, which will result in ET Splitco owning, directly or indirectly, the ET Business; and (d) ET Splitco shall accept, assume and agree to faithfully perform, discharge and fulfill all of the ET Assumed Liabilities in accordance with their respective terms. ET Splitco shall be responsible for all of the ET Assumed Liabilities and its obligations under this ‎Section 1.3(d) shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any ...
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Transactions To Be Effected Prior to the Closing. Schlumberger US and Schlumberger Canada shall, and shall cause their applicable Subsidiaries to, take the following actions prior to the Closing in accordance with the terms and conditions of the Restructuring Agreements (such actions, the “Pre-Closing Restructuring”): (a) Schlumberger US shall cause the US Transferred Assets, other than those related to the Permian Sand Mining Business, to be Conveyed, directly or indirectly, to Schlumberger US Target A, and Schlumberger US Target A shall accept from Schlumberger US all of Schlumberger US’s rights, title and interest in and to all of the US Transferred Assets, other than those related to the Permian Sand Mining Business, which will result in Schlumberger US Target A directly owning the US Business, other than the Permian Sand Mining Business; (b) Schlumberger US shall cause the Monahans Mine Assets to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to Schlumberger US Target B, and Schlumberger US Target B shall accept from Schlumberger US all of Schlumberger US’s rights, title and interest in and to all of the Monahans Mine Assets; (c) Schlumberger US shall cause the ▇▇▇▇▇▇ Mine Assets to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to Schlumberger US Target C, and Schlumberger US Target C shall accept from Schlumberger US all of Schlumberger US’s rights, title and interest in and to all of the ▇▇▇▇▇▇ Mine Assets, which clauses (b) and (c) of this Section 1.3 will result in Schlumberger US Target B and Schlumberger US Target C, collectively, owning the Permian Sand Mining Business; (d) Schlumberger Canada shall cause the Canadian Transferred Assets to be Conveyed, directly or indirectly, to Schlumberger Canada Target, and Schlumberger Canada Target shall accept from Schlumberger Canada all of Schlumberger Canada’s rights, title and interest in and to all the Canadian Transferred Assets, which will result in Schlumberger Canada Target directly owning the Canadian Business; (e) Schlumberger US Target A shall accept, assume and agree to perform, discharge and fulfill all of the US Assumed Liabilities, other than those related to the Permian Sand Mining Business, in accordance with their respective terms, and the obligations of Schlumberger US Target A with respect to the US Assumed Liabilities, other than those related to the Permian Sand Mining Business, under this Section 1.3(e) shall not be subject to offset or reduction, whe...
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Transactions To Be Effected Prior to the Closing. Subsequent to the execution of this Agreement and prior to the Closing: (i) Goldcorp USA shall cause Marigold to distribute, transfer and assign to Goldcorp USA (or to one or more limited liability companies of which Goldcorp USA is the sole member), pursuant to Treasury Regulation Section 1.338(h)(10)-1(d)(4), the assets set forth in Part I of Schedule 2.4 (the “Unrelated Assets”) together with any permit and reclamation sureties; and (ii) Goldcorp USA shall assume and agree to be responsible for all Liabilities associated with, relating to, or arising or resulting from, the Unrelated Assets and any and all other Liabilities or Indebtedness of Marigold that are unrelated to the Venture (the “Unrelated Liabilities”) and shall unconditionally, irrevocably and absolutely release and discharge Marigold from the Unrelated Liabilities, all in the manner set forth in Part II of Schedule 2.4 (such transactions are referred to herein as the “Pre-Closing Reorganization”). Goldcorp USA shall prior to Closing, provide to Buyer copies of all documents pertaining to the Pre-Closing Reorganization including all necessary consents and approvals required as set forth in Schedule 3.3.
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Related to Transactions To Be Effected Prior to the Closing

  • Transactions to be Effected at the Closing (a) At the Closing, ParentCo shall deliver to the Transferors: (i) Each Transferor’s pro-rata allocation of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors shall deliver to ParentCo: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company at or prior to the Closing pursuant to Section 10.02 of this Agreement

  • Termination Prior to Closing Notwithstanding the foregoing, the parties will be relieved of the obligation to consummate the Closing and purchase or sell the Assets: (a) By the mutual written consent of the Buyer and the Seller; (b) By the Seller in writing, without liability, if the Buyer (i) fails to perform in any material respect its agreements contained herein required to be performed by it on or prior to the Closing Date, or (ii) materially breaches any of its representations, warranties or covenants contained herein, which in either case is not cured within ten (10) days after the Seller has notified the Buyer of its intent to terminate this Agreement pursuant to this subparagraph; (c) By the Buyer in writing, without liability, if the Seller (i) fails to perform in any material respect its agreements contained herein required to be performed by them on or prior to the Closing Date, or (ii) materially breaches any of its representations, warranties or covenants contained herein, which in either case is not cured within ten (10) days after the Buyer has notified the Seller of its intent to terminate this Agreement pursuant to this subparagraph; (d) Subject to Section 5.5 hereof, by either the Seller or the Buyer in writing, without liability, if there is issued any order, writ, injunction or decree of any court or governmental or regulatory agency binding on the Buyer or the Seller which prohibits or materially restrains the Buyer or the Seller from consummating the transactions contemplated hereby; provided that the Buyer and the Seller have used their reasonable, good faith efforts to have any such order, writ, injunction or decree lifted and the same has not been lifted within sixty (60) days after entry, by any such court or governmental or regulatory agency; (e) By the Buyer in writing, without liability, if Buyer elects to terminate pursuant to Section 6.1 or Section 6.2 hereof; (f) By either the Seller or the Buyer in writing, without liability, if for any reason the Closing has not occurred by March 31, 1999 other than as a result of the breach of this Agreement by the party attempting to terminate this Agreement; (g) By Seller in writing, without liability, upon a "Change of Control" of Buyer (for purposes of this Agreement, a "Change of Control" means (i) the acquisition by any individual, corporation, company, association, joint venture or other entity, of beneficial ownership of 25% or more of the voting securities of the Buyer; or (ii) individuals who, as of the date of this Agreement, constitute the Board of Directors of the Buyer cease for any reason to constitute at least a majority of the Board of Directors of the Buyer; or (iii) the consummation by the Buyer of a reorganization, merger or consolidation, or exchange of shares or sale or other disposition of all or substantially all of the assets of the Buyer, if immediately after giving effect to such transaction the individuals or entities who beneficially own voting securities immediately prior to such transaction beneficially own

  • Operations Prior to the Closing Date (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the employees, brokers, lenders and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or other securities, or issue, grant, sell or encumber any security, option, warrant, put, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the acquisition, issuance, sale, pledge or other disposition of any shares of its capital stock or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; (v) (A) enter into any Contract which would have been a Company Agreement if in effect on the date hereof, (B) enter into any Contract which would require the consent of a third party in connection with the consummation of the transactions contemplated by this Agreement or (C) modify, amend, terminate or grant any consent or waiver under any Company Agreement or any Contract that would have been a Company Agreement if it were in effect on the date hereof; (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Company to Seller or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of (A) the Equity Interests or (B) the assets or properties of the Company, other than, in the case of this clause (B), Permitted Encumbrances; (vii) cancel any debts owed to or claims held by the Company (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13), other than in the ordinary course of business; (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates involving more than $25,000 when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability of the Company beyond or in advance of its due date or the date involving more than $25,000 when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) except as expressly contemplated by Section 7.9, make, or agree to make, any distribution or other disposition of assets (other than cash and cash equivalents) to Seller or any of its Affiliates; (xii) institute any material increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to employees of the Company, except for payments related to stay bonus, transaction completion bonus, severance payments or other similar payments made on or prior to the Closing Date as a result of this Agreement or the transactions contemplated hereby; (xiii) make any material increase in the compensation of the employees of the Company, other than changes made in accordance with normal compensation practices and consistent with past compensation practices; (A) except as required by applicable Requirements of Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), or (B) settle or otherwise compromise any claim related to Taxes, enter into any closing agreement or similar agreement related to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes; (xv) make any change in the accounting policies applied in the preparation of the financial statements contained in Schedule 5.4, unless such change is required by GAAP; (xvi) originate, acquire, hold, sell, transfer, securitize or hedge loans secured by real estate; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured by 1-to-4 family residential real estate in an aggregate principal amount not to exceed $2,000,000 per month; provided further that Seller shall not originate any loans secured by real estate on behalf of the Company or transfer any loans secured by real estate to the Company; or (xvii) make any material change in internal control over financial reporting, other than any change required by GAAP or any change made by Seller with respect to all of its Controlled Affiliates. (c) The Company shall keep all insurance policies set forth on Schedule 5.22, or suitable replacements therefor, in full force and effect through the Closing Date.

  • Puts Prior to the Settlement Date During the period from the Bank Closing Date to and including the Business Day immediately preceding the Settlement Date, the Assuming Bank shall be entitled to require the Receiver to purchase any Asset which the Assuming Bank can establish is evidenced by forged or stolen instruments as of the Bank Closing Date; provided, that, the Assuming Bank shall not have the right to require the Receiver to purchase any such Asset with respect to which the Assuming Bank has taken any action referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Bank shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Asset, as provided in Section 12.4.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.