Certain Pre-Closing Transactions Sample Clauses
The 'Certain Pre-Closing Transactions' clause defines specific actions or transactions that a party is permitted or required to undertake before the official closing of a deal or agreement. This may include activities such as restructuring subsidiaries, transferring assets, or settling outstanding liabilities, all of which must occur prior to the closing date. By clearly outlining these permitted pre-closing activities, the clause ensures that both parties are aware of and agree to any changes that may affect the value or structure of the transaction, thereby reducing the risk of disputes and facilitating a smoother closing process.
Certain Pre-Closing Transactions. Prior to the Second Closing, Seller shall complete each of the following transactions (collectively, the “Restructuring Transactions”), in each case pursuant to documentation in form and substance satisfactory to Seller and Buyer:
(a) distribute or cause the distribution of all of the Equity Interests of CREI Advisors, LLC to Seller or an Affiliate of Seller (other than any Acquired Company or Subsidiary of any Acquired Company); and
(b) cause the Designated FF&E to be transferred to an Acquired Company or a Subsidiary of an Acquired Company.
Certain Pre-Closing Transactions. (a) The Company has made available to Buyer a true and complete copy of a commitment letter and a fee letter, each dated May 4, 2010, among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Securities, LLC and the Company for senior loans in the aggregate principal amount of $525,000,000 (such loan, the “Company Loan” and such commitment letter and fee letter, in each case, as may be amended, modified, supplemented or replaced from time to time in accordance with this Section 6.6, are referred to collectively as the “Company Commitment Letter”).
(b) The Company shall, without the consent of Buyer, be entitled to amend, modify, supplement or replace the Company Commitment Letter from time to time prior to the Closing in any manner that does not and will not materially and adversely affect the Company, or increase the aggregate principal amount of the Company Loan, or affect the parties’ ability to consummate the Transactions or Buyer’s ownership interests in the Company following Closing. Following the date hereof through the Business Day immediately prior to the Closing, the Company shall use commercially reasonable efforts to negotiate and execute the definitive documentation for the Company Loan on terms and conditions consistent with the Company Commitment Letter and otherwise on such other commercially reasonable terms and conditions to which the Company agrees (“Definitive Loan Documents”). The Company shall use commercially reasonable efforts to consummate the borrowing under the Company Loan prior to the Closing. Notwithstanding anything to the contrary contained herein, in no event shall the outstanding principal amount of the Company Loan, plus the outstanding principal balance of any other indebtedness for borrowed money of the Company, as of the Closing exceed $525,000,000.
(c) The Company provided to Buyer a true and complete copy of each Redemption Document. Notwithstanding anything to the contrary contained herein, the Company may, without the consent of Buyer, amend, modify or supplement the Redemption Documents from time to time in any manner that does not and will not materially and adversely affect the Company, the parties’ ability to consummate the Transactions in a timely manner in accordance with this Agreement or Buyer’s rights under this Agreement; provided, however, that in no event shall any such amendment, modification or supplement change the maximum aggregate number of shares of Common Stock...
Certain Pre-Closing Transactions. No Group Company is or will be liable for any Tax, in any Post-Closing Tax Period, as a result of (i) a change in method of Tax accounting or period made prior to the Closing, (ii) an installment sale or “open transaction” disposition occurring prior to the Closing, (iii) a prepaid amount received, accrued, or paid prior to the Closing, (iv) an election under Section 108(i) of the Code made prior to the Closing, (v) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax Laws) executed prior to the Closing, (vi) intercompany transactions or excess loss accounts described in Treasury regulations under Section 1502 of the Code (or any similar provision of state, local, or foreign Tax Laws) with respect to a transaction occurring prior to the Closing Date, or (vii) any other action or election prior to the Closing Date that has deferred more than an immaterial amount of income (or accelerated more than an immaterial item of loss or deduction) that would otherwise have accrued, including in each case comparable provisions of state, local and foreign Tax Laws.
Certain Pre-Closing Transactions. (a) General Motors shall:
(i) cause, prior to the Closing Date or, at General Motors’s election, prior to the Contribution Date with respect to AOAG, the settlement of all of the Inter‑Company Non‑Trading Payables and all of the Inter‑Company Non‑Trading Receivables by way of capitalization, payment, set‑off or forgiveness of indebtedness, in each case without any further liability of any Target Group Company or Minority Entity (the “Intragroup Settlements”);
(ii) cause, prior to the Closing Date, the carve‑out and internal reorganization transactions described in Exhibit 6.4(a)(ii) (the “Reorganization Transactions”), provided, however, that the failure to complete the transactions described in such Exhibit as being at the option of General Motors shall not be deemed to be a breach of this covenant; and
(iii) cause, on the Closing Date (but prior to the transfer of the Shares), the Tax Termination Formalities and the Fiscal Year Change (which, for the avoidance of doubt, is not a condition to Closing).
(b) General Motors shall use reasonable efforts to cause the reorganization of the Retained UK Pension Plans as described in Part A of Exhibit 6.4(b) (the “UK Pensions Reorganization”) on or prior to Closing. For the avoidance of doubt, the Parties acknowledge and agree that the UK Pensions Reorganization shall be deemed to be completed for all purposes under this Agreement when certified copies of the documents identified in paragraphs 5.3 and 6.4 of Part A of Exhibit 6.4(b) have been delivered by General Motors to the Buyer.
(c) General Motors shall cause AOAG to contribute on or prior to the Closing Date (or the First Closing Date, as applicable) (and in any case prior to the implementation of the Tax Termination Formalities and the Fiscal Year Change) all of the AOAG Contributed Assets (including the First Estimated Pension Closing Payment Amount and the Second Estimated Pension Closing Payment Amount (or, at the election of General Motors, a note (containing terms and conditions reasonably satisfactory to the Buyer, including settlement before the Closing Date) issued by General Motors or an Affiliate of General Motors (but guaranteed by General Motors) for the aggregate amount of the First Estimated Pension Closing Payment Amount and the Second Estimated Pension Closing Payment Amount, it being understood that such note will be cancelled against payment of the aggregate principal amount of such note in cash to New AOAG prior to Closing)) and AOAG Cont...
Certain Pre-Closing Transactions. Immediately prior to the Closing, Seller will cause Imperial to Transfer to C&A Canada the Imperial-Owned Imperial Canada Shares for $1.00; such Transfer will be deemed not to constitute a breach of any representation, warranty or covenant herein. If, between the date of this Agreement and the Closing, any party reasonably determines that additional agreements with any other party are necessary and appropriate to effect the Transfer of the C&A Imperial Canada Assets and the assumption of the C&A Imperial Canada Assumed Liabilities on economic terms as close as practicable to a transaction in which Purchaser acquired all the stock of Imperial Canada, then the parties will negotiate in good faith with respect to such additional agreements (including, without limitation, any such agreements relating to the transfer of the assets and liabilities of the Canadian Pension Plan). The parties agree that Seller may cause C&A Canada to amalgamate with Imperial Canada prior to the Closing. If such amalgamation were to take place, the parties agree to amend the Agreement as necessary so that C&A Canada will be the seller of the same Imperial Canada assets and Purchaser will assume the same liabilities as described in the present Agreement.
Certain Pre-Closing Transactions. On or prior to the Closing Date, the Seller shall settle (by payment or otherwise) (i) all amounts owed by the Company or any of its Subsidiaries, on the one hand, to the Seller or any of its Affiliates (other than the Company and its Subsidiaries) on the other hand, and (ii) all amounts owed to the Company or any of its Subsidiaries, on the one hand, by the Seller or any of its Affiliates (other than the Company and its Subsidiaries) on the other hand. On or prior to the Closing Date, the Seller shall cause the Company and its Subsidiaries to assign to Seller, and Seller shall assume all (i) income tax related assets and liabilities of the Company and its Subsidiaries, (ii) deferred compensation assets and liabilities of the Company and its Subsidiaries, (iii) 401(k) plan liabilities of the Company and its Subsidiaries, (iv) indebtedness of the Company and its Subsidiaries (excluding any trade payables, but including without limitation funded debt, notes payable, capital lease obligations and payment obligations under the Non-Competition Agreements) and (v) any liability to pay outstanding checks that were issued by the Company on or prior to the Closing Date that have not cleared as of the Closing Date. At the Closing, the Seller shall (i) assign to the Buyer all of the branch depository accounts listed on Schedule 3.28 and any corporate depository account of the Company or its Subsidiaries, (ii) terminate any instructions relating to "cash sweeping" out of any corporate depository account of the Company or its Subsidiaries to any other account and (iii) execute any required documents as may be reasonably necessary to consummate the foregoing.
Certain Pre-Closing Transactions. Except for those agreements or arrangements set forth on Section 7.2 of the Disclosure Schedule effective on or prior to the Closing Date, the Company will terminate all agreements or arrangements with its Affiliates (the “Terminated Affiliate Transactions”).
Certain Pre-Closing Transactions. Prior to the Closing, Seller will cause Imperial to Transfer to C&A Canada the Imperial-Owned Imperial Canada Shares for $1.00 and will cause the Imperial Canada Liquidation to be effected with the result described in the recitals to this Agreement; such Transfer and Imperial Canada Liquidation will be deemed not to constitute a breach of any representation, warranty or covenant herein.
Certain Pre-Closing Transactions. Prior to the Effective Time, the Company shall effect the transactions described in Section 6.06 of the Company Disclosure Letter.
Certain Pre-Closing Transactions. Prior to the Closing, Seller and Affiliates of Seller shall contribute to the Company or one of the Subsidiaries, as determined in consultation with Buyer, certain assets that are part of or necessary for the Business, and shall transfer to the payroll of the Company or a Subsidiary the employees associated with such transferred assets, as set forth on Schedule 2.02, and the parties identified on Schedule 2.02 will take the additional actions specified thereon. The transactions described in this Section 2.02 are collectively referred to as the "RESTRUCTURING".