Obligations of Parties Prior to Closing Sample Clauses

Obligations of Parties Prior to Closing. From the date of this Agreement ------------------------------------------ until the Closing Date, each party hereto shall use its best efforts to: a) Afford the other party, its accountants, counsel, technical advisors, and other representatives, free and reasonable access during normal business hours to the offices, equipment, facilities, records, files, contracts, agreements, books of account, and tax returns of Paradigm relating to the assets and the business and furnish such other party with all information concerning the assets and the business as such other party shall reasonably request; b) Perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; maintain and preserve its business organization intact, retain its key employees, and maintain its relationship with existing potential customers and clients; c) Fully comply with and perform, in all material respects, all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state or local or other governmental authorities. d) Continue in force policies of insurance which insure the assets and the business with such amounts of coverage as are reasonably available, and continue in force all bonds, surety contracts, or guaranties relating to the business set forth in any schedule to this agreement; e) Not enter into any employment agreement relating to the business with any person providing for the payment of $50,000.00 or more per year unless it has the right to terminate such employment agreement without liability or enter into or amend any other contract, agreement, or other instrument, the result of which would be a material change in its rights and obligations, except that it may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $2,000; f) Make no changes in its Articles of Incorporation or Bylaws or pass resolutions except as necessary to permit satisfaction or modification of any obligations to shareholders to be paid from proceeds at the Closing by its Board of Directors without the express written consent of such other party. g) Not knowingly take any action or omit to take any action which will result in the material violation by it of any law applicable to this transaction or cause a material b...
Sample 1
Obligations of Parties Prior to Closing. 3.1 Sellers’ Obligations Between the execution of the Letter of Intent and the Closing Date, Sellers will, and will cause the Company to: (i) operate its business in the ordinary course of business consistent with past practices; (ii) maintain its properties and other assets in good working order (normal wear excepted); (iii) and use its best efforts to maintain its business and employees, assets, and operations as an ongoing concern and in accordance with past practice. Purchaser is aware that prior to Signing Date the Company paid to its employees extra-bonus at Seller 1’s discretion and that the Sellers will arrange for the payment of a dividend by the Company to Sellers in the aggregate amount of CHF 1,150,000; (b) confer with Purchaser concerning operational matters of a material nature and otherwise report to Purchaser concerning the status of the business of the Company; (c) Through the Closing Date Sellers shall refrain from taking any action of any nature (cash, orders to suppliers, acceptance of incoming purchase orders, settlement of accounts payable) without the prior approval of Purchaser, except that Sellers are authorized to arrange and distribute a cash dividend of CHF 1,150,000 between January 3, 2008 and the Closing Date. 3.2 Purchaser’s and Seller’s Obligations Purchaser shall pay to Sellers a penalty of USD 300,000 in case that Sellers meet all closing obligations as per Sections 2.4 and 2.5 above on the Closing Date and Purchaser fails to deliver the documents as listed in Section 2.3 and 2.5 above on the Closing Date. Sellers shall pay to Purchaser a penalty of USD 300,000 in case that Purchaser meets all closing obligations as per Sections 2.3. and 2.5 above on the Closing Date and Sellers fail to deliver the documents as listed in Section 2.4 and 2,5 above on the Closing Date. The penalty shall be due on January 15, 2008 and - in case of non-payment - the penalty shall bear interest at the rate of 6% starting from January 16, 2008. The penalty is payable to Seller 1’s account as specified in Annex 1.2.2 (if the first para of this Section 3.2 applies) or to such account as specified by Purchaser (if the second para applies).
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Obligations of Parties Prior to Closing 
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Related to Obligations of Parties Prior to Closing

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

  • Conditions Precedent to the Obligations of Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Buyer set forth in Article VI shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (b) Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facility.

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Buyer’s Closing Obligations At the Closing, Buyer shall:

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers under this Agreement shall, at the option of Sellers, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions of the Purchasers’ Obligations at Closing The obligations of the Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions Precedent to the Obligations of Seller The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions: