Actions in Contemplation of Closing Sample Clauses

Actions in Contemplation of Closing. On or before the Closing Date, and in any event not later than the Time of Closing, the Vendors and the Acquired Subsidiaries shall, and shall be permitted to, take the following actions (and such actions as may be necessary, incidental and/or advisable in connection therewith): (a) the Acquired Subsidiaries shall convey and/or distribute to a Person that is not an Acquired Subsidiary all of the Resource Recycling Assets, and such Person shall assume all of the obligations of the Acquired Subsidiaries relating to the Resource Recycling Assets; (b) the obligations of the Acquired Subsidiaries under all Intercompany Agreements shall be terminated without any further liability thereunder on the part of any Acquired Subsidiary;
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Actions in Contemplation of Closing. On or before the Closing Date, and in any event not later than immediately before the Closing: (i) Purchaser and Seller shall have retired the Westinghouse Debt in accordance with that certain Letter of Intent dated January 6, 1997 by and among Purchaser, Laidlaw and Westinghouse Elexxxxx Xorporation. (ii) The reorganization of Seller shall have occurred substantially as described in Schedule II whereby Chem-Waste shall own the entire Hazardous and Industrial Waste Business of Seller and its Affiliates. (iii) Chem-Waste shall have transferred to Seller as a dividend on Chem-Waste's Shares all of the issued and outstanding shares of JTM, a Retained Subsidiary. (iv) Except as provided in Sections 2.5 and 3.3(ii), Laidlaw shall have contxxxxxxx to the capital of each of the Canadian Acquired Subsidiaries, in exchange for common shares, any and all Intercompany Indebtedness of each of the Canadian Acquired Subsidiaries as of the Closing Date.
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Actions in Contemplation of Closing. On or before the Closing Date, and in any event not later than immediately before the Closing: (i) LWSI shall transfer to LTI, as a dividend on the LWSI Shares, all of the issued and outstanding capital stock of Laidxxx Chem-Waste, Inc., a Retained Subsidiary; (ii) LWSC shall transfer to Laidxxx, xx means of a purchase, all of the issued and outstanding capital stock of LESL;
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Actions in Contemplation of Closing. On the Closing Date, immediately ----------------------------------- before the Closing: (i) CMS shall transfer to CMH, as a dividend on the CMS Shares, all of its tangible assets and properties except for those Retained Assets owned by CMS; (ii) CMCA shall transfer to CMCP, as a dividend on the CMCA Shares, all of its tangible assets and properties except for those Retained Assets owned by CMCA; (iii) CMH will (or, as applicable, will cause CMCP to) contribute to the capital of each of the Acquired Subsidiaries any and all Intercompany Indebtedness of each of the Acquired Subsidiaries (net of any Intercompany Receivables of each of the Acquired Subsidiaries) as of the Closing Date; (iv) CMH shall assume and agree to timely and fully perform all debts, liabilities and obligations, whether fixed or contingent, known or unknown, of CMS existing at the Closing Date, except for those liabilities and obligations included in the Retained Liabilities; (v) CMCP shall assume and agree to timely and fully perform all liabilities and obligations of CMCA existing at the Closing Date, whether fixed or contingent, known or unknown, except for those liabilities and obligations included in the Retained Liabilities; (vi) CMS shall declare a dividend on the CMS Shares, payable after the Closing as provided in Section 10.5 to CMH as the holder of record of the CMS Shares on the Closing Date, equal to that portion, if any, of the Excess Closing Date Working Capital, if any, attributable to CMS; (vii) CMCA shall declare a dividend on the CMCA Shares, payable after the Closing as provided in Section 10.5 to CMCP as the holder of record of the CMCA Shares on the Closing Date, equal to that portion, if any, of the Excess Closing Date Working Capital, if any, attributable to CMCA; (viii) CMH shall assign to SMH all right, title and interest of CMH in and to the Fort Worth Lease, and SMH shall agree to assume and perform all obligations of the lessee arising or accruing after the Closing Date under the Fort Worth Lease; (ix) CMH shall assign to CMS all right, title and interest of CMH in and to the Agency Services Agreement; (x) all Tax Allocation Agreements shall be terminated as to both Acquired Subsidiaries without any further liability thereunder on the part of either of the Acquired Subsidiaries; and (xi) all Intercompany Agreements shall be terminated as to both Acquired Subsidiaries without any further liability thereunder on the part of either Acquired Subsidiary. The Distr...
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Actions in Contemplation of Closing. On or before the Closing Date: (a) The Seller Parties shall cause to be delivered to Buyer the resignation of each of the officers and directors of FRS and its Subsidiaries, and shall assume and perform in full all obligations, agreements and commitments of any type relating to the resignation or the employment of such officers and directors arising before the Closing; and (b) The Seller Parties shall cause to be delivered to Buyer all business records, copies of Tax returns, books, and other data relating to FRS and its Subsidiaries (including the original Corporate Records as to which only copies need be delivered), provided that the Seller Parties may retain copies of each of the foregoing.
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Actions in Contemplation of Closing. Each party agrees to execute all such documents and do all such other acts and things (to the extent lawful and within its power), all in full cooperation with the other parties, as may be necessary to effect and implement: (a) prior to the Time of Closing the steps and transactions set out in Sections 2.7 and 2.8 below in a manner that will permit the consummation in accordance herewith of the purchase and sale of the Purchased Shares provided for in Section 2.1. Each party shall consider in good faith any changes or modifications to the steps and transactions set out in Sections 2.7 and 2.8 and Sections 2.11 and 2.12 that are proposed by any other party.
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Related to Actions in Contemplation of Closing

  • Consent in Contemplation of Transfer Any consent made pursuant to this Section 17.2 by the holder of any Note that has transferred or has agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

  • Actions in Concert Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or the Notes (including exercising any rights of setoff) without first obtaining the prior written consent of Agent and Requisite Lenders, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Notes shall be taken in concert and at the direction or with the consent of Agent or Requisite Lenders.

  • No Contemplation of a Business Combination The Company has not identified any Business Combination target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.

  • Limitation on Transactions If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of a dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

  • Conditions Precedent to all Transactions Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date therefor: (a) Buyer has received the following documents: (i) a Transaction Request, (ii) the related MBS Information, (iii) a Confirmation executed by Buyer and Seller, (iv) Irrevocable Redirection Notices, if any, (v) any Trade Tickets related to such Asset and (vi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit, Material Adverse Effect or Market Disruption Event exists; (c) Buyer has completed its due diligence review of the MBS Information, Records (if any) and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction; (f) the Repurchase Date as specified in the related Confirmation is not later than the Facility Termination Date; (g) Seller and Custodian have satisfied all requirements and conditions and have performed all covenants, duties, obligations and agreements contained in the Repurchase Documents to be performed by such Person on or before the Purchase Date; and (h) The definitive certificate representing ownership of such Purchased Assets that are subject to such Transaction in the name of Buyer or, if such Purchased Assets that are subject to such Transaction are registered on DTC or similar depository, evidence satisfactory to Buyer that the records of DTC or such depository show Buyer as the beneficial owner of such Purchased Assets that are subject to such Transaction. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 (excluding clauses (c), (d) and, insofar as it relates to Custodian, (g) above) have been satisfied. The failure of Seller to satisfy any of the conditions precedent in this Article 6 (excluding clauses (c), (d) and, insofar as it relates to Custodian, (g) above) with respect to any Transaction or Purchased Asset shall, unless such failure was waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

  • Our Liability for Failure to Complete Transactions If we do not properly complete a transaction from your Card on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • Prohibition on Transfers, Other Actions (a) The Covenanting Unitholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered Units, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s representations, warranties, covenants and obligations under this Agreement, (iii) take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

  • Certain Transactions and Agreements To the Knowledge of the Company ----------------------------------- and the Shareholders, none of the directors or shareholders of the Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with the Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). None of said officers directors, shareholders or employees, nor any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with the Company, except for normal compensation for services as an officer, director or shareholder thereof. None of said officers, directors, shareholders or employees nor any member of their immediate families has any interest in any property, real or personal, tangible or intangible, including any Intellectual Property Rights, used in or pertaining to the business of the Company, except for the normal rights of a shareholder of the Company.

  • Representations and Warranties Concerning the Transaction (a) Representations and Warranties of the Seller (b) Representations and Warranties of the Buyer

  • Prohibition on Transfer The Participant recognizes and agrees that all Granted Shares which are subject to the Lapsing Repurchase Right may not be sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or by operation of law, other than to the Company (or its designee). However, the Participant, with the approval of the Administrator, may transfer the Granted Shares for no consideration to or for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Administrator may establish, and the transferee shall remain subject to all the terms and conditions applicable to this Agreement prior to such transfer and each such transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer. The term “Immediate Family” shall mean the Participant’s spouse, former spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers, nieces and nephews and grandchildren (and, for this purpose, shall also include the Participant. The Company shall not be required to transfer any Granted Shares on its books which shall have been sold, assigned or otherwise transferred in violation of this Subsection 2.1(e), or to treat as the owner of such Granted Shares, or to accord the right to vote as such owner or to pay dividends to, any person or organization to which any such Granted Shares shall have been so sold, assigned or otherwise transferred, in violation of this Subsection 2.1(e).

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