Until Closing Clause Samples

The "Until Closing" clause defines the period during which certain obligations, rights, or conditions remain in effect up to the closing date of a transaction. In practice, this means that parties must continue to fulfill specific duties, such as maintaining business operations or refraining from certain actions, until the transaction is officially completed. This clause ensures continuity and protects the interests of both parties by preventing changes that could affect the value or terms of the deal before it is finalized.
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Until Closing. Buyer shall cause the following: (i) The operation of Buyer's Business to preserve the value of Corporation's assets. No sale, transfer or wasting of any assets will be permitted other than in the ordinary course of business or with the consent of Sellers. (ii) The Business of Buyer to be operated in the usual and normal manner. (iii) The payment of all obligations of the Buyer as they mature and become due. (iv) The operation of the Buyer's business so as to not violate any governmental laws and regulations.
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Until Closing. Buyer's authorized representatives, including its appraisers, architects and engineers, shall have access to the Property and to all Seller's records and information regarding the Property (whether on the Property or at Seller's offices) during normal business hours and after at least 24 hours prior written or oral notice. Any entry on the Property by Buyer's authorized representatives shall not interfere with the rights of tenants in possession, and shall be subject to the provisions of Section 11(b).
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Until Closing. (1) Buyer shall notify Seller promptly after Buyer obtains Actual Knowledge that any representation or warranty of Seller contained in this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or that any covenant or agreement to be performed or observed by Seller prior to or on the Closing Date has not been so performed or observed in any material respect; and (2) Seller shall notify Buyer promptly after Seller obtains Actual Knowledge that any representation or warranty of Buyer contained in this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or that any covenant or agreement to be performed or observed by Buyer prior to or on the Closing Date has not been so performed or observed in any material respect.
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Until Closing. Seller shall, at its sole cost and expense, keep the Property and the improvements thereon constantly insured with its customary insurance company against loss by fire and other casualties with extended coverage in the same amounts as currently carried by Seller as of the date hereof.
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Until Closing the Seller shall continue the operation of the Project in the normal and usual manner and in compliance with the Regulatory Agreement, will not remove any improvements or Personalty, except for repair or replacement, and the Project will be managed, operated, maintained, repaired and redecorated in the ordinary course of business and in such manner as to maintain the Project in all material respects in no less satisfactory condition than exists as of the date hereof. The Purchaser shall have the right to re- inspect the Project during the period commencing not earlier than five (5) days prior to the Closing and ending on the Closing solely for purposes of verifying the maintenance of the Project in accordance with this paragraph.
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Until Closing. Buyer and its designated employees, agents, architects, engineers, and independent contractors shall have the right to further investigate the Property. Buyer shall and does hereby indemnify and hold Seller harmless from and against any and all claims, attorneys’ fees or liabilities including, but not limited to, claims and mechanics’ liens incurred or sustained by Seller, asserted against Seller or imposed upon the Property as a result of Buyer’s acts or omissions in connection with any investigation of the Property. Buyer will restore the Property to its pre-investigation condition at Buyer’s sole cost and expense if this transaction does not close. Until restoration is complete, Buyer will take all steps necessary to ensure that any conditions on the Property created by Buyer’s testing will not create any dangerous or unhealthy condition on the Property. In addition, prior to any physical testing, drilling or other physical disturbance, Seller may require Buyer to provide Seller with proof of comprehensive general liability insurance naming Seller as an additional insured in an amount and with coverages reasonably satisfactory to Seller. This indemnity provision will survive the Closing or any earlier termination of this Agreement.
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Until Closing. Seller hereby grants to Buyer permission to contact governmental and quasi-governmental entities for the purposes of obtaining further information concerning the Property.
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Until Closing. Buyer and its partners, --------------- attorneys, agents, employees and consultants will treat the information disclosed to it by the Partners and marked as confidential information, giving it the same care as Buyer's own confidential information, and make no use of any such confidential information not independently known to Buyer except in connection with the transactions contemplated hereby. In the event of any termination of this Agreement in accordance with its terms, Buyer shall promptly return copies of all such confidential information to the Partners. In addition, the parties shall agree to any press release to be issued regarding this transaction, and except as required by applicable law, neither party shall issue any such release or make any statement to the media without the other party's consent, which shall not be unreasonably withheld.
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Related to Until Closing

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • First Closing The First Closing shall have occurred.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • After the Closing Buyer and Seller shall execute and deliver, or shall caused to be executed and delivered from time to time, such further instruments of conveyance and transfer and shall take such other action as any Party may reasonably request to convey and deliver the Interests to Buyer, to accomplish the orderly transfer of the Interests to Buyer, or to otherwise effectuate the transactions contemplated by this Agreement. If either Party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper Party. If an invoice or other evidence of an obligation is received by a Party, which is partially an obligation of both Seller and Buyer, then the Parties shall consult with each other and each shall promptly pay its portion of such obligation to the obligee.