Delivery Prior to Closing Sample Clauses

Delivery Prior to Closing. In the event that Lender has exercised its Conversion Right at any time prior to the delivery by Borrower of a prepayment notice pursuant to, and in accordance with, the terms of the Note, then, on or before the date that is not more than thirty (30) days, nor less than 15 days, prior to the Conversion Date, Borrower shall deliver to Lender an officer's certificate of Borrower, certifying to Lender and Lead Investor (as defined in the Certificate of Designation), and, as necessary, updating, those representations and warranties contained in Schedule 1 of the Certificate of Designation (the “Bringdown Certificate”).
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Delivery Prior to Closing. In the event this Agreement is terminated by the parties in accordance with Section 9.1(a), by Buyer in accordance with Section 9.1(b), 9.1(d) or 9.1(e), or by either Buyer or Sellers in accordance with Section 9.1(c), then Buyer and Sellers promptly shall send a Joint Disbursement Notice (as defined in the Escrow Agreement) to Escrow Agent instructing Escrow Agent to transfer the Escrow Funds (as defined in the Escrow Agreement), together with all interest accrued thereon, to Buyer in accordance with such Joint Disbursement Notice. In the event this Agreement is terminated by Sellers in accordance with Section 9.1(b), then Buyer and Sellers promptly shall send a Joint Disbursement Notice to Escrow Agent instructing Escrow Agent to transfer (1) the Escrow Funds to Sellers, and (2) all interest accrued on the Escrow Funds to Buyer, in accordance with such Joint Disbursement Notice. The disbursement of the Escrow Funds to Buyer or Sellers shall not preclude such party from exercising any other rights or remedies provided for in this Agreement or at law or equity in the event of a breach by the other party of its obligations to complete the Closing under this Agreement.
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Delivery Prior to Closing. At least five (5) days prior to the Closing, Shareholders shall deliver to Buyer a schedule indicating the amounts then known to Shareholders to be adjustments to the Merger Consideration pursuant to Section 2.4 (the “Closing Statement”) which shall set forth the estimated Merger Consideration together with each adjustment thereto, and the parties shall make all reasonable efforts to agree upon the Closing Statement.
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Delivery Prior to Closing. In the event this Agreement is terminated by the Parties in accordance with Section 10.1(a) or by Purchaser in accordance with Section 10.1(b) or by Seller in accordance with Section 10.1(c)(ii), then Purchaser and Seller promptly shall send a Joint Disbursement Notice (as defined in the Escrow Agreement) to Escrow Agent instructing Escrow Agent to transfer the Escrow Funds (as defined in the Escrow Agreement) to Purchaser in accordance with such Joint Disbursement Notice. In the event this Agreement is terminated by Seller in accordance with Section 10.1(c)(i), then Purchaser and Seller promptly shall send a Joint Disbursement Notice to Escrow Agent instructing Escrow Agent to transfer the Escrow Funds to Seller in accordance with such Joint Disbursement Notice.
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Related to Delivery Prior to Closing

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

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

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

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • 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:

  • 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.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

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