Action to Closing Sample Clauses

Action to Closing. From the date of this Agreement until the Closing Date, Arista will, and Curcura shall cause Arista to, (a) conduct its affairs only in the Ordinary Course of Business, in substantially the manner as heretofore conducted and in accordance with all laws, rules, regulations, orders, approvals, authorizations, exemptions, classifications and registrations, (b) maintain all of its assets in as good condition and repair as of the date hereof, reasonable wear and tear excepted, (c) perform in all material respects all of its obligations under all contracts to which it is a party, and not amend, alter or modify any provision of any such contract or enter into any new contract or transaction involving consideration in excess of $5,000 or which would have been required to be listed on Schedule 3.17 if in effect on the date hereof, or dispose, other than in the Ordinary Course of Business, of any assets having a value in excess of $5,000 in the aggregate without the prior written consent of Nelsxx, (x) use its best efforts to maintain the existing relationships with all clients, customers and others having business dealings with Arista, (e) use its best efforts to keep available the services of its present officers and employees, (f) promptly deliver to the Nelsxx Xxxpanies interim financial statements as regularly prepared for their internal use, (g) confer on a regular and frequent basis with representatives of the Nelsxx Xxxpanies to
Sample 1
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Action to Closing. From the date of this Agreement until the Closing Date, the Seller will use its best efforts to cause the Company to (a) conduct its operations only in the ordinary course, in substantially the manner as heretofore conducted and in accordance with all applicable laws, rules, regulations, orders, approvals, authorizations, exemptions, classifications and registrations applicable to the Company or relating to their respective operations, (b) maintain its respective real and personal property in as good condition and repair as of the date hereof, (c) perform in all material respects all of the respective obligations under all contracts listed on Schedule 3.16, and not amend, alter or modify any provision of any such contract or enter into any new contract or transaction involving consideration in excess of $25,000 or dispose of any asset having a value in excess of $25,000 without the prior written consent of the Buyer, (d) use its best efforts to maintain the existing relationships of the Company with its suppliers and customers, (e) use its best efforts to keep available the services of its present officers and employees, (f) promptly deliver to the Buyer interim financial statements as regularly prepared for its internal use, which financial statements shall be in accordance with the last sentence of Section 3.5, (g) not issue any shares of capital stock or any options, warrants or other rights to acquire capital stock, (h) confer on a regular and frequent basis with representatives of the Buyer to report material operational matters and the general status of ongoing operations, and (i) not, without the prior written consent of the Buyer, take any action or engage in any transaction not expressly permitted by this Section 5.1 or otherwise contemplated by this Agreement which would cause any of representations made by the Seller herein to be untrue as of the Closing Date or a breach of the terms and conditions of this Agreement.
Sample 1

Related to Action to Closing

  • Condition to Closing Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.

  • CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATION TO CLOSE The Seller’s obligation to sell the Assets and to take the other actions required to be taken by the Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part, in writing):

  • Conditions Precedent to Closing The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • 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.

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Seller’s Conditions Precedent to Closing The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by Seller:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

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