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) 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.
(b) From the date hereof until the delivery of the Final Internal Reorganization Plan, LMC shall keep RMT Parent reasonably apprised, no less often than every two (2) weeks, as to the manner by which it expects to implement the Internal Reorganization (the “Internal Reorganization Plan”) and LMC’s proposed Tax treatment thereof, and shall consider (in its sole discretion) any comments provided by RMT Parent in connection therewith, it being understood that (i) subject to the following sentence, LMC shall have the right to amend, modify or supplement the Internal Reorganization Plan at any time and from time to time prior to the Distribution Effective Time and (ii) LMC shall have the sole and absolute discretion as to all, and shall have no obligations to RMT Parent with respect to any, aspects of the ultimate implementation of Internal Reorganization. No later than fifteen (15) Business Days prior to the Distribution Effective Time, LMC shall provide RMT Parent with its final Internal Reorganization Plan (the “Final Internal Reorganization Plan”), including LMC’s proposed Tax treatment thereof, and the transactions set forth in the Final Internal Reorganization Plan shall constitute the Internal Reorganization for purposes of the Transaction Documents.
(c) No later than fifteen (15) Business Days prior to (i) the filing of the LMC Separation Tax Opinion (as defined in the Merger Agreement) with the SEC in connection with the filing of the Registration Statements (as defined in the Merger Agreement) and (ii) the Distribution Effective Time, LMC shall deliver to RMT Parent a copy of the Tax Representation Letters in support of the LMC Separation Tax Opinion and shall consider in good faith any reasonable comments provided by RMT Parent with respect to representations and covenants of the Spinco Group therein applicable after the Merger (any Tax Representation Letter reflecting all such reasonably requested RMT Parent comments, if any, an “Agreed Tax Representation Letter”).
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.
(b) Subject to Section 5.16, prior to or at the Closing, the Parties shall, and shall cause their respective Subsidiaries to, take such actions as are necessary or required to terminate in full all indemnification obligations by and between members of the Partnership Group, on the one hand, and the members of the TEGP Group, on the other hand, including, for the avoidance of doubt, any rights to indemnification held by securityholders, directors, officers and employees of any member of the Partnership Group or the TEGP Group as a third party beneficiary, if any, without any liability, obligation or additional cost to any Party, or their respective Affiliates, with respect thereto following the Closing.
(c) Prior to or at the Closing, the General Partner and the Partnership shall use their respective commercially reasonable efforts to cause the resignation of each director of the General Partner, each of such resignations to be effective as of the Effective Time.
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 new Article XVIII is added to the Agreement as follows:
Certain Pre-Closing Matters. (a) Prior to the Closing Seller shall cause the Company Group to transfer the employees of the Company Group identified in Schedule 4.15(a) of the Seller Disclosure Schedule and the computers, furniture, office equipment and other office assets used by such employees to Seller or one of its Affiliates.
(b) Prior to the Closing Seller shall, and shall cause the Company Group to, take such actions as are necessary so that the individuals identified in Schedule 4.15(b) of the Seller Disclosure Schedule are employed by the Broker-Dealer at the Closing (other than any such individual who ceases to be employed by Seller or one of its Affiliates prior to Closing). In connection therewith, Seller and Buyer shall cooperate, and take such actions as are reasonably necessary, so that each such individual is a registered representative of the Broker-Dealer no later than the Closing.
(c) Buyer acknowledges and agrees that, prior to the Closing, Seller shall cause the Company Group to assign to Seller or one of its Affiliates all right, title and interest of the Company Group under the Contract set forth in Schedule 4.15(c) of the Seller Disclosure Schedule to any payment to be made to any member of the Company Group thereunder to the extent that any such payment is not reflected as an asset on the Final Closing Balance Sheet.
(d) At or prior to the Closing, Seller shall cause the Company Group to repay any long-term Indebtedness outstanding as of Closing Date (other than (a) any such Indebtedness to the extent between members of the Company Group) and (b) any long-term Indebtedness that the parties agree shall be deducted from the Purchase Price).
(e) Buyer acknowledges and agrees that, prior to the Closing, Seller shall, and shall cause the Company Group to, take such actions as are necessary so that the assets and liabilities related to the Seller Parent pension plan as identified in Exhibit A (but, for the avoidance of doubt, shall be determined as of the date of transfer for purposes of this Section 4.15(e)) will be transferred to Seller Parent or one of its Affiliates (other than the Company Group).
(f) Buyer acknowledges and agrees that, prior to the Closing, Seller shall, and shall cause the Company Group to, take such actions as are necessary so that the three life insurance policies on employees and former employees will be transferred to Seller Parent or one of its Affiliates (other than the Company Group).
(g) Prior to the Closing, Seller shall notify Buyer ...
