Activities Prior to Closing. (a) Seller shall not enter into any new service or management contracts for the Property or modifications, renewals or terminations of any existing service or management contracts that would be binding on Purchaser after Closing, without the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s reasonable discretion. If Purchaser does not notify Seller in writing of its disapproval within five (5) Business Days after receipt of written notice thereof from Seller, Purchaser shall be deemed to have approved of such requested action. Seller shall terminate, prior to the expiration of the term of the Seller Lease, all service or management contracts for the Property that Purchaser does not specifically pre-approve in writing, in Purchaser’s reasonable discretion, prior to Closing, which obligation shall survive the Closing.
(b) At all times prior to Closing, Seller shall: (i) continue to operate and maintain the Property substantially in the same condition as exists on the Effective Date consistent in all material respects with its standards of operation and maintenance prevailing prior to the Effective Date (provided that Seller shall have no obligation to make any repairs or replacements of a capital nature); and (ii) insure the Property as it is insured as of the Effective Date.
(c) Seller may file and/or maintain and prosecute an application for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Appeal Proceeding”). Seller shall have the right to withdraw, settle or otherwise compromise Tax Appeal Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (ii) for the fiscal year in which the Closing shall occur, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within ten (10) Business Days. The amount of any tax refunds (net of reasonable attorneys’ fees and other reasonable, out-of-pocket costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time occurs shall be apportioned between Seller and Purchaser as of the ...
Activities Prior to Closing. Except as described in Disclosure Schedule 4.9, none of the following events has occurred with respect to any Group Company prior to the Closing:
4.9.1 any declaration or payment of any dividend, or authorization or payment of any distribution upon or with respect to any class or series of its capital shares or any other equity interest;
4.9.2 any incurrence of indebtedness for money borrowed or any other liabilities;
4.9.3 any loans or advances to any person;
4.9.4 any sale, exchange, assignment, or other disposition of any assets or rights (including any Proprietary Rights or other intangible assets) or creation of any encumbrance on any of its assets or rights;
4.9.5 any commercial agreement or transaction with any of its officers, directors or employees or any entity controlled by any of such individuals or with its shareholders or persons related to such shareholders;
4.9.6 any damage, destruction or loss, whether or not covered by insurance, affecting its assets, properties, financial condition, operating results, prospects or business as presently conducted and as presently proposed to be conducted;
4.9.7 any waiver of a valuable right or of a debt owed to it;
4.9.8 any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation that exceeds RMB100,000;
4.9.9 any change or amendment to a material contract or arrangement by which any Group Company is bound or subject;
4.9.10 any change in any compensation arrangement or agreement with any executive-level employee, contractor or director;
4.9.11 any resignation or termination of any of its directors or key officers; or
4.9.12 any other event or condition of any character which would materially affect its assets, properties, financial condition, operating results or business.
Activities Prior to Closing. 9
2.1 Corporate Governance Activities 9 2.2 Share Purchase Agreements 9 2.3 Purchaser Subsidiaries 9 2.4 Concurrent Financing 10 2.5 Listing Statement 10 2.6 Purchaser Debt Settlement and Finder Bonus Shares 11 2.7 Fees to Management of the Purchaser 11 3.1 Name Change 11 3.2 Share Exchange 11
Activities Prior to Closing.
2.1 Corporate Governance Activities Prior to the Closing Date, CoinAnalyst shall: (i) execute a written resolution of the board of directors approving the Business Combination and all other matters, agreements and documents contemplated herein which are relevant to CoinAnalyst and the execution and delivery of this Agreement and the performance of its obligations hereunder; and (ii) prepare and deliver the CoinAnalyst Financial Statements.
Activities Prior to Closing. From and after the time that the Electing Member delivers the Election Notice or the Offeror Member serves a Buy/Sell Notice to the date of closing of a purchase pursuant to this ARTICLE VII, the Members shall continue to have all rights and obligations as are set forth in this Agreement as if the election to proceed under this ARTICLE VII had not occurred; provided, however, that (a) to the extent that either Member funds any monies to the Company, such amounts, together with any Preferred Return accruing thereon, shall be added to the amounts which would be distributed to such Member under the accountant’s Purchase Price Notice, (b) the Purchase Price shall be adjusted to reflect all cash in accounts of the Company on the Closing Date, if not previously taken into account in computing the Purchase Price or taken into account in subsection (a) above, and (c) if IHP or its nominee is to be the buyer pursuant to this ARTICLE VII, then IHP shall have the right to designate a Replacement Manager.
Activities Prior to Closing. Compensation/Payments to Employees The Company will continue to accrue on its monthly Financial Statements one-twelfth of the expected bonuses to be paid to employees at year end. The Company will terminate the arrangements listed on Schedule 3.12I and 3.12J, and all costs associated with such termination will be on the Closing Liability Schedule, and will reduce the Company Value in calculating the Merger Consideration. At Closing, bonuses in the amounts listed on Schedule 6.2(h) will be paid to the persons listed thereon and any amounts in excess of $1,000,000 will be reflected on the Closing Liability Schedule. The Company will continue making payments under, or accruing amounts on its financial statements, to the extent required under the Plans listed on Schedule 3.12 and the employment agreements listed on Schedule 3.14 (e), (f) and (m) Capital Expenditure The Company has purchased a used machine tool for $199,500 which is currently being used in the normal course of business.
Activities Prior to Closing. Between the date hereof and the Closing Date, Southland shall continue to conduct its business at the Purchased Service Centers and the Austin Service Centers and use the Purchased Service Center Assets, the Austin Service Center Assets and Intellectual Property in the ordinary and usual course of business and consistent with past practice.
Activities Prior to Closing. (a) OPERATION OF THE COMPANY. From the date hereof to the Closing Date, except to the extent that Purchaser shall consent in writing, Company shall operate its business in such a manner as would be the ordinary course of business consistent with recent past practice. Without limiting the generality of the foregoing, Company shall:
(i) not merge or consolidate with any other entity, acquire any other business or entity, or agree to do any of the foregoing;
(ii) notify Purchaser of any significant loss of, damage to or destruction of any of its material properties or assets;
(iii) maintain in full force and effect all present insurance coverages and apply the proceeds received under any such coverages as a result of any loss of, damage to or destruction of any properties or assets to the repair, restoration or replacement thereof;
(iv) use its reasonable efforts to preserve the present managerial employees, reputation and business relationships of the Company with persons and entities having business dealings with them;
(v) refrain from taking any action which (if not remedied) would render any representation and warranty contained in Article 4 inaccurate at and as of the Closing Date., and shall promptly advise Purchaser of any such event or circumstance.
Activities Prior to Closing. From and after the time that the Electing Member delivers the Election Notice or the Offeror Member serves a Buy/Sell Notice to the date of closing of a purchase pursuant to this ARTICLE VII, the Members shall continue to have all rights and obligations as are set forth in this Agreement as if the election to proceed under this ARTICLE VII had not occurred; provided, however, that (a) to the extent that either Member funds any monies to the Company, such amounts, together with any Preferred Return accruing thereon, shall be added to the amounts which would be distributed to such Member under the accountant’s Purchase Price Notice, and (b) if IHP or its nominee is to be the buyer pursuant to this ARTICLE VII, then IHP shall have the right to designate a Replacement Manager.
Activities Prior to Closing
