Certain Pre-Closing Matters. From the date hereof until the Distribution Effective Time, Acquiror shall cooperate in good faith with any request by Parent to obtain a private letter ruling, closing agreement or similar determination to the effect that, in whole or in part, the Controlled Transfer, the Distribution and/or the Merger will receive the Intended Tax-Free Treatment.
Certain Pre-Closing Matters. [Intentionally Omitted]
Certain Pre-Closing Matters. Anything to the contrary contained in Section 9.2(a) or otherwise notwithstanding, in no event shall the Indemnitors have any liability for any inaccuracy in any representation or warranty contained herein or in any Related Agreement, or any omission from the Azur Disclosure Schedule to the extent any representation or warranty contained in this Agreement is inaccurate as of the Closing solely as a result of the taking of any action by the Azur Group Entities following the date of this Agreement which (i) is specifically permitted by an exception within any of clauses (i) through (xxv) of Section 5.4(a) including matters contemplated by Section 5.4 of the Azur Disclosure Schedule, (ii) is expressly required by this Agreement or any of the Related Agreements or (iii) is consented to in writing by Jazz.
Certain Pre-Closing Matters. (a) On the trading day immediately preceding the Closing Date, the Partnership shall issue and sell to Holdco, and Holdco shall purchase, the number of Partnership Common Units equal to (i) 0.1%, multiplied by (ii) (A) the number of Partnership Common Units held by TE as of the date of such issuance and sale, divided by (B) 99.9%, rounded up to the nearest whole Partnership Common Unit (collectively, the “Pre-Closing Common Units”). The purchase price for each Pre-Closing Common Unit shall be the Pre-Closing Common Unit Price. Prior to such issuance and sale, TE shall contribute to Holdco an amount of cash sufficient to permit Holdco to purchase each Pre-Closing Common Unit at the Pre-Closing Common Unit Price.
Certain Pre-Closing Matters. (a) The parties agree that Sellers shall have the right, at or prior to the Closing, to cause the Companies to distribute all of the cash held by the Companies to Sellers or their Affiliates on a basis consistent with Sprint's current practice of sweeping all cash on a daily
Certain Pre-Closing Matters. Prior to the Closing, Seller shall take all reasonable actions necessary to effect the transfers of the employees, assets and liabilities as outlined in Schedule 5.15. Such transfers shall be completed within 90 days after the date of this Agreement.
Certain Pre-Closing Matters. (a) From the date hereof until the Distribution Effective Time, RMT Parent shall cooperate in good faith with any reasonable request by LMC, at LMC’s sole cost and expense, to obtain a private letter ruling, closing agreement or similar determination with respect to the U.S. federal income tax consequences of the Internal Reorganization.
Certain Pre-Closing Matters. If requested by Parent (a “Prepayment Request”), no later than one (1) Business Day following the Prepayment Notice Date, the Company will deliver a prepayment notice to the holders of the Notes providing for the 30-day notice of prepayment of the Notes pursuant to, and in accordance with, the Notes Agreement in order to prepay the Notes on the 31st day following such notice (the “Prepayment Notice”). The prepayment notice shall be prepared by the Company and its counsel, with Parent and Merger Sub and its counsel having the opportunity to review and provide reasonable comments thereon, with the Company giving due consideration to such comments. The specified date for prepayment of the Notes in the Prepayment Notice shall be the 31st day from the date of such Prepayment Notice.
Certain Pre-Closing Matters. (a) Parent shall cooperate in good faith with any written request by the Company to obtain a private letter ruling, closing agreement, or similar determination with respect to the U.S. federal, state, local, or non-U.S. income tax consequences of the Internal Reorganization, the SpinCo Transfer, the Distribution, or the Merger.
Certain Pre-Closing Matters. Subject to Section 3.2(l), prior to the Closing, any action taken by the Company must be authorized and approved by all of the Principal Investors; provided, however, notwithstanding the foregoing, PMI shall have the sole authority, in its discretion, to cause the Company to waive the conditions set forth in Sections 7.3(f) and 7.3(j) of the Purchase Agreement, in each case, without the approval of any other Principal Investor. The parties hereto acknowledge and agree that, prior to the Closing, the Company and/or one or more of its subsidiaries will enter into strategic cooperation agreements with one/or more Affiliates of PMI, including PMI Mortgage Insurance Co., PMI Mortgage Insurance Ltd (PMI Australia) and PMI Mortgage Insurance Company Limited (PMI Europe), covering joint product development, joint marketing and similar matters, subject to the consent of each of the Principal Investors other than PMI, such consent not to be unreasonably withheld. Following the Closing, each of the Principal Investors agrees to cooperate with each other and the Company to support reasonable expansion of such strategic arrangements between the Company and/or its subsidiaries and such PMI Affiliates, in each case, subject to the consent of each of the Principal Investors other than PMI, such consent not to be unreasonably withheld.
