Closing Obligation Sample Clauses

Closing Obligation. Subject to the terms and conditions of this Agreement, YRC and Company expect to proceed to the Closing in substantial accordance with the Planning Schedule; provided that, if the Closing does not occur on or before the “Outside Closing Date” of December 15, 2020, then, absent an agreement to extend the Outside Closing Date, either YRC or Company may elect to terminate this Agreement by delivery of written notice to the other party. The Closing date shall be established mutually by YRC and Company, and the Closing may be conducted via electronic means.
Sample 1
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Closing Obligation. At Closing, (a) Seller shall execute, acknowledge and deliver to Purchaser an Assignment and Bill of Sale in substantiaxxx the form attached hereto as Exhibit H, conveying the Assets to Purchaser as provided hereby; (b) Seller and Purchaser shall execute, acknowledge and deliver transfer orders or letters in lieu thereof prepared by Seller directing all purchasers of production to make payment to Purchaser of proceeds attributable to the Assets as of the Effective Time; (c) Purchaser shall deliver the Adjusted Purchase Price as provided in Article 2; (d) Purchaser and Seller shall execute a preliminary settlement statement (the "Preliminary Statement") prepared by Seller and setting forth the Purchase Price and all adjustments thereto agreed upon by the parties, using the best information available, as provided herein; (e) Purchaser and Seller shall execute a Partial Release of Transportation Agreement in the form attached hereto as Exhibit C-1, a Partial Assignment of Gas Gathering Contract in the form attached hereto as Exhibit C-2, and a First Amendment to Gas Treatment Agreement in the form attached hereto as Exhibit D-1; (f) Purchaser and Seller shall execute an Ingress and Egress Agreement in the form attached hereto as Exhibit L; (g) Purchaser and Seller shall execute an Amendment to the 1989 Operating Agreement in the form attached hereto as Exhibit M. (h) Purchaser and Seller shall execute a Termination of Modification of Operatorship attached hereto as Exhibit N. (i) Purchaser and Seller shall exchange Officer's Certificates as provided in Sections 7.3 and 8.3; (j) Seller shall deliver to Purchaser releases of all liens and encumbrances other than those that have been handled as Title Defects under Section 3.6; (k) Purchaser and Seller shall execute such other instruments and take such other action as may be necessary to carry out their respective obligations under this Agreement.
Sample 1
Closing Obligation. If Buyer has completed all of its obligations hereunder, and all of the conditions precedent to the obligations of the Company and the Sellers to Closing under Article 8 are satisfied (other than obligations and conditions that are to be satisfied by actions taken at the Closing), and the Company and the Sellers do not proceed with the Closing, then Buyer shall be entitled to pursue any right or remedy available to Buyer under the circumstances, in equity, including, without limitation, the right of specific performance to enforce the closing of this Agreement.
Sample 1
Closing Obligation. 8.1 After the Closing, the Target Company and the NIO Parties undertake that, during the performance of this Agreement, they shall have the obligation to promptly, completely and accurately disclose to the Investors or the Directors appointed by the Investor with respect to their breaches of the representations, warranties and covenants hereunder. 8.2 Unless acting in accordance with the Transaction Documents or with the prior written consent of the Investors, the Target Company and the NIO Parties covenant that the Target Company and other Group Members will at all times: 8.2.1 Carry out operations in the ordinary course, and maintain its normal business partnership with customers to ensure that the goodwill and operations of the Group Members will not suffer from the Material Adverse Effect after the Closing Date; 8.2.2 To regulate the related-party transactions, and none of the Affiliates of the Group Members shall infringe upon the interests of the Group Members through related-party transactions and dealings; 8.2.3 Perform executed contracts, agreements or other documents relating to the assets and business of the Group Members in a timely manner; 8.2.4 Guarantee that the Target Company and other Group Members will continue to operate legally, and obtain and maintain the governmental approval documents and other permits and consents necessary for their operation; and 8.2.5 Promptly notify the Investor in writing of any event, fact, condition, change or other circumstances that have had or may have Material Adverse Effect on the Target Company or other Group Members. 8.3 After the Closing Date, the Target Company shall immediately establish a sound financial system, including but not limited to financial internal control system, in order to ensure that the internal financial authorization of the Company is clear, financial data and records are accurate and the financial treatment complies with the PRC Laws and internal management rules of the Company; and prohibit use of personal accounts for receipts and payments of the Company. 8.4 The NIO Parties warrant that when NIO Co., Ltd. and Anhui Jianghuai Automobile Group Limited by Shares sign a supplementary agreement or renew the cooperation agreement for automobile manufacturing cooperative factories, such agreement shall further specify the mechanism for loss subsidy, assumption and recovery of product quality liability, and the adjustment mechanism for single vehicle processing costs. 8.5 NIO HK and N...
Sample 1
Closing Obligation. At the Closing, the following events shall occur: (a) Sellers and Buyer shall execute, acknowledge and deliver to each other the Assignment and Bxxx of Sale in substantially the form attached as Annex “E” conveying the Assets to Buyer; (b) Sellers and Buyer shall execute, acknowledge and deliver transfer orders or letters-in-lieu thereof directing all parties paying for production to make payment to Buyer of proceeds attributable to production from the Leasehold Interests after the Effective Time (to the extent such proceeds have not previously been disbursed to Sellers); (c) Buyer shall, or shall cause the person its designates as the new operator to, execute, acknowledge, and deliver to Sellers the Texas Railroad Commission Form P-4 for each unit and well comprising a part of the Assets necessary to transfer operations with respect to such units and wxxxx to Buyer or its designee, and Sellers shall, or shall cause the current operator to, execute and timely thereafter file such Forms with the Texas Railroad Commission; (d) Buyer shall pay the Initial Adjusted Purchase Price to Sellers; (e) Sellers shall execute such other instruments and take such other action as may be necessary to carry out its obligations under this Agreement; and (f) Buyer shall execute such other instruments and take such other action as may be necessary to carry out its obligations under this Agreement.
Sample 1
Closing Obligation. REBKEE CO. acknowledges that at certain times, Purchaser’s intended use will require the use of additional parking spaces located on other property REBKEE CO. (or an affiliate of REBKEE CO.) is acquiring that is adjacent to the Property. REBKEE CO. agrees to permit Purchaser (including its invitees) to use at least 1,000 parking spaces adjacent to the Property in connection with Purchaser’s intended use. To the extent an affiliate or subsidiary of REBKEE CO. owns the property on which such parking spaces are located, REBKEE CO. will cause such affiliate or subsidiary to be bound by the terms of this Section XII. Upon mutual agreement, the parties may memorialize the terms of this Section XII in a separate cross-parking agreement. The provisions of this Section XII will survive closing. {Counterpart signature pages follow} {Counterpart signature page 1 of 2} WITNESS the following signature and seal: SELLER: Rebkee Co., a Virginia corporation By: (SEAL) Name: Xxxxxx Xxxxxxx Title: Vice President COMMONWEALTH OF VIRGINIA CITY OR COUNTY OF , to-wit: The foregoing instrument was acknowledged before me this day of , 2019, by Xxxxxx Xxxxxxx, Vice President of Rebkee Co., a Virginia corporation, on behalf of the corporation. My commission expires Notary Public No. {Counterpart signature page 2 of 2} WITNESS the following signature and seal: # Date Initials PURCHASER: COUNTY OF HENRICO, VIRGINIA a political subdivision of the Commonwealth of Virginia By: (SEAL) Name: Xxxx X. Xxxxxxxxxx Title: County Manager COMMONWEALTH OF VIRGINIA CITY OR COUNTY OF , to-wit: The foregoing instrument was acknowledged before me this day of Xxxxxxxxxx, County Manager of the County of Henrico, Virginia. My commission expires Notary Public No. Henrico County Real Property Department Under Supervision of the Henrico County Attorney’s Office X.X. Xxx 00000, Xxxxxxx, Xxxxxxxx 00000-0000 Title Insurance Company: Portions of GPIN Nos. 000-000-0000, 000-000-0000 & 000-000-0000 Consideration: $8,300,00.00 Assessment:
Sample 1
Closing Obligation. The Parties acknowledge and agree that LSB's or its subsidiaries' obligation to acquire and pay for the LSB Acquired Assets is conditioned only upon the closing of the acquisition by ON of the Acquired Assets other than the LSB Acquired Assets, and that LSD or its subsidiaries are unconditionally obligated to acquire the LSD Acquired Assets if ON consummates its acquisition of the Acquired Assets (exclusive of the LSD Acquired Assets).
Sample 1
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Closing Obligation 
Sample 1

Related to Closing Obligation

  • Post-Closing Obligations (a) Within 5 Business Days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

  • Ongoing Obligations I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.

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