COVENANTS BEFORE CLOSING Sample Clauses

COVENANTS BEFORE CLOSING. ..21 Section 4.1 Affirmative Covenants of the Company.........................................21 Section 4.2 Negative Covenants of the Company............................................23 Section 4.3
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COVENANTS BEFORE CLOSING. 5.01 Covenants of the Sellers and the Shareholders Before the Closing...................................................... 32 5.02 Covenants of the Buyer Before the Closing.................... 36 ARTICLE VI OTHER COVENANTS
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COVENANTS BEFORE CLOSING. 16 Section 4.1 Affirmative Covenants of the Stockholders and the Company 16 Section 4.2 Negative Covenants of the Stockholders and the Company 16 Section 4.3 Exclusivity 17 Section 4.4 Covenants of Purchaser 17 Section 4.5 Financial Information 18 ARTICLE V—REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 18 Section 5.1 Organization Power 18 Section 5.2 Authorization of Transactions 18 Section 5.3 Absence of Conflicts 19 Section 5.4 Capitalization 19 Section 5.5 Financial Statements and Related Matters 19 Section 5.6 Absence of Undisclosed Liabilities 19 Section 5.7 Absence of Certain Developments 20 Section 5.8 Real Property 21 Section 5.9 Proprietary Rights 21 Section 5.10 Assets 22 Section 5.11 Taxes 22 Section 5.12 Contracts and Commitments 23 Section 5.13 Litigation; Proceedings 25 Section 5.14 Brokerage 25 Section 5.15 Employees 25 Section 5.16 Employee Benefit Plans 25 Section 5.17 Insurance 26 Section 5.18 Officers and Directors; Bank Accounts 26 Section 5.19 Affiliate Transactions 26 Section 5.20 Governmental Licenses and Permits 27 Section 5.21 Compliance with Laws 27 Section 5.22 Names and Locations 27 Section 5.23 Environmental Matters 27 Section 5.24 Product and Service Warranties 28 Section 5.25 Customers 28 Section 5.26 Vendors 28 Section 5.27 Disclosure 28 Section 5.28 Closing Date 28 Section 5.29 Disclaimer of Representations and Warranties 28 i ARTICLE VI—REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 29 Section 6.1 Organization 29 Section 6.2 Authorization of Transactions 29 Section 6.3 Absence of Conflicts 29 Section 6.4 Litigation 29 Section 6.5 Brokerage 29 Section 6.6 Financing 29 Section 6.7 Closing Date 29 Section 6.8 Disclosure 29 Section 6.9 Disclaimer of Representations and Warranties 29 ARTICLE VII—TERMINATION 30 Section 7.1 Termination 30 Section 7.2 Effect of Termination 30 ARTICLE VIII—INDEMNIFICATION AND RELATED MATTERS 30 Section 8.1 Survival 30 Section 8.2 Indemnification 30 ARTICLE IX—ADDITIONAL AGREEMENTS 34 Section 9.1 Employee and Related Matters 34 Section 9.2 Press Releases and Announcements 34 Section 9.3 Further Transfers 35 Section 9.4 Intentionally Omitted 35 Section 9.5 Expenses 35 Section 9.6 Non-Competition, Non-Solicitation, and Confidentiality 35 Section 9.7 Tax Matters 36 ARTICLE X—MISCELLANEOUS 36 Section 10.1 Amendment and Waiver 36 Section 10.2 Notices 36 Section 10.3 Binding Agreement; Assignment 37 Section 10.4 Severability 37 Section 10.5 No Strict Construction 37 Section 10.6 Capt...
Sample 1
COVENANTS BEFORE CLOSING. Between the date of this Contract and the Closing Date, Seller covenants and agrees that Seller shall (i) not enter into any contract or other agreement (or any amendment to any contract or other agreement) in connection with the operation or maintenance of the Property which is not terminable upon thirty (30) days notice; and (ii) not enter into any binding agreement, understanding, letter of intent, or other commitment or arrangement of any kind with any other person, firm, corporation, or other entity relating to the sale, lease, or other disposition of the Property.
Sample 1
COVENANTS BEFORE CLOSING. 18 Section 4.1 AFFIRMATIVE COVENANTS OF THE SELLER..........................................18 Section 4.2 NEGATIVE COVENANTS OF THE SELLER.............................................19 Section 4.3 EXCLUSIVITY..................................................................20 Section 4.4
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COVENANTS BEFORE CLOSING 
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Related to COVENANTS BEFORE CLOSING

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Covenants Pending Closing Pending either Closing, the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit any of its Subsidiaries to, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Investor of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Actions at the Closing At the Closing:

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

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • 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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