INTERIM PERIOD / PENDING CLOSING Sample Clauses

INTERIM PERIOD / PENDING CLOSING. 2.1. Except as otherwise provided for in this clause or in other clauses or Exhibits to this Agreement or otherwise approved in writing by the Assignee during the Interim Period, the Assignor shall take all reasonable actions within its powers to the extent permitted under applicable law to maintain the Business Assets in the ordinary course, consistent with prudent generally accepted industry practices provided however that the Assignor shall seek for the written approval of the Assignee before voting on any material decision under the Operating Agreement and before all material decisions including but not limited to the work program and budget approvals. Notwithstanding the foregoing, the Assignee shall not unreasonably withhold such approval. The Assignor will comply with the terms of all Exploration Licenses and contracts related to the Business Assets including the Operating Agreement. The Assignor will consult and collaborate with Assignee in relation to all matters concerning the operation of the Business Assets which are reasonably likely to have a Material Adverse Change and/or any positive economic impact on the operational or financial condition or financial prospects. Assignor shall promptly notify Assignee and provide details upon the occurrence of: (a) any written notice of default or termination received or given by Assignor with respect to the Joint Property and/or the Operating Agreement, (b) any written notice of any pending or threatened claim, demand, investigation, action, suit, inquiry or proceeding related to the Joint Property and/or the Operating Agreement, (c) any material damage, destruction or loss to major Joint Property under the Operating Agreement, or (d) any event or condition between the date of this Agreement and the Closing Date that (i) would have a Material Adverse Change on the business, operations, financial condition or results of operations under the Operating Agreement, taken as a whole, or (ii) would render Assignee’s right to acquire impossible. The Assignor will not be liable for the execution of the previous or future Operating Committee resolutions which affect the status of the Exploration Licenses including but not limited to the conversion of the exploration licenses AR/TOR-SET-TPO/3499-3500 to exploitation lease on and after the Effective Date.
Sample 1
AutoNDA by SimpleDocs

Related to INTERIM PERIOD / PENDING CLOSING

  • Operations Pending Closing From the date hereof through the Closing Date, Seller agrees as follows:

  • 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.

  • Interim Period During the period between the Effective Date and the Closing Date (“Interim Period”),

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

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

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • 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.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • First Closing The First Closing shall have occurred.

Time is Money Join Law Insider Premium to draft better contracts faster.