Conduct at Closing Sample Clauses

Conduct at Closing. (a) As to Sellers. Subject to the fulfillment of all of the conditions set forth in Section 7.1 and the delivery of all certificates and opinions required thereby, except such conditions as may be waived by the Sellers in writing, on the Closing Date Buyer shall deliver to Sellers:
Sample 1
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Conduct at Closing. At the Closing, (i) Sellers shall deliver the executed Check the Box Elections to Purchaser; and (ii) Purchaser shall remit the Estimated Cost to Parent as reimbursement for Sellers’ costs in making the Check the Box Elections. Notwithstanding the foregoing, in the event that Purchaser in good faith disputes the Estimated Cost, Purchaser shall remit to Parent at the Closing an amount equal to Purchaser’s good faith estimate of Sellers’ actual incremental cost in making the Check the Box Elections (determined in the manner described in Section 8.23(a)) and shall provide Parent with a written notice of objection highlighting the items and amounts listed in the Estimated Cost Notice which it disputes. As soon thereafter as reasonably practicable, Parent and Purchaser shall engage the Independent Accountant to review the disputed items and determine the actual incremental cost to Parent in making the Check the Box Elections; provided, that the Independent Accountant’s review shall be limited to those items or amounts which were listed in the Estimated Cost Notice and not paid at the Closing. The determination of the Independent Accountant shall be final and binding on all parties. The Independent Accountant shall provide its determination of the actual incremental costs to Sellers no later than one hundred and fifty (150) days after the Closing. Purchaser shall remit the excess of the amount determined by the Independent Accountant over the amount paid by Purchaser at the Closing, if any, pursuant to this Section 8.23(b) to Parent on or before the date within five (5) days after the announcement of the amount of the actual incremental cost by the Independent Accountant.
Sample 1
Conduct at Closing 
Sample 1

Related to Conduct at Closing

  • Conduct Pending Closing (i) The business of Buyer ------------------------ shall be conducted only in the ordinary course consistent with past practices.

  • Conduct Pending the Closing Acquirer, Target and the Shareholder covenant that between the date of this Agreement and the Closing as to each of them:

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

  • Conduct Prior to the Closing 35 5.1 Conduct of Business of the Company.............................................................35

  • Actions at Closing At the Closing, the following actions will take place:

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • Transactions at Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Actions at the Closing At the Closing:

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

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

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