Certain Actions to Be Taken Prior to Closing Sample Clauses

Certain Actions to Be Taken Prior to Closing. Reserved Immediately prior to the Effective Time of Closing, Seller shall cause the Company to repay, through contributions of capital by Seller to the Company, all outstanding intercompany debt payable to Seller and its Affiliates as of the Effective Time of Closing. At or prior to Closing, Seller shall cause the Company to have released, removed or cancelled all of the Liens set forth in Section 1.2(c) of the Disclosure Schedule.
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Certain Actions to Be Taken Prior to Closing. In anticipation of the sale of the Securities and the other transactions contemplated herein, prior to the Closing Date, Seller may cause the Companies and the Company Subsidiaries to distribute to its members cash necessary to make all estimated distributions pursuant to and in accordance with Section 4.1.4 of the M2P2 Operating Agreement for profits allocated to the members of M2P2 prior to the Closing Date. Such distributions will be reflected as a reduction in Equity Value as of the Pricing Date.
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Certain Actions to Be Taken Prior to Closing. Sellers shall cause the Company to take the following actions to the satisfaction of Buyer on or before the Closing Date: (a) to cancel or otherwise cause the Company to be released from the leases for automobiles identified on Schedule 3.9, (b) to cause J. Xxxxxxx Xxxxx to release any and all liens on or against the Company's assets, including the Barge EBX-4; and (c) cancel any accounts or return to Company any assets held in the Company name but used by Sellers' wives or family members or to which Sellers' wives or family members have access, including any cellular phones, credit cards or other accounts.
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Certain Actions to Be Taken Prior to Closing 
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Related to Certain Actions to Be Taken Prior to Closing

  • Actions to be Taken at the Closing At the Closing, the Parties will take the following actions and deliver the following documents:

  • 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.

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Actions to be Taken In the event that (i) the holders of a majority of the shares of Common Stock then issuable or issued upon conversion of the shares of Preferred Stock voting together as a single class (the “Selling Investors”), and (ii) the Board of Directors, approve a Sale of the Company in writing, specifying that this Section 3 shall apply to such transaction, then, subject to satisfaction of each of the conditions set forth in Subsection 3.3 below, each Stockholder and the Company hereby agrees:

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Certain Actions Without limiting the foregoing and except as disclosed on Schedule 4.10, (i) all necessary material notices have been properly filed, and no further action is required under current applicable Environmental Law as to each Response or other restoration or remedial project undertaken by the Borrower, any of its Subsidiaries or any of the Borrower’s or such Subsidiary’s former Subsidiaries on any of their presently or formerly owned or operated Property and (ii) the present and, to the Credit Parties’ knowledge, future liability, if any, of the Borrower or of any Subsidiary which could reasonably be expected to arise in connection with requirements under Environmental Laws will not reasonably be expected to result in a Material Adverse Change.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

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