Obligations of Seller Prior to Closing Sample Clauses

Obligations of Seller Prior to Closing. Seller shall deliver to Buyer at Seller's cost and expense the following:
Sample 1
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Obligations of Seller Prior to Closing. Seller covenants that between the Effective Date and the Closing:
Sample 1
Obligations of Seller Prior to Closing. From the date of this agreement until the Closing Date, Seller shall use its reasonable efforts to: (a) Afford Purchaser, 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 Seller relating to the Assets and the Business and furnish Purchaser and Parent with all information concerning the Assets and the Business as Purchaser shall reasonably request; (b) Use its reasonable efforts to 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; (c) Not enter into any employment agreement relating to the Business with any person unless Seller has the right to terminate such employment agreement without liability; (d) Not knowingly take any action or omit to take any action which will result in the material violation by Seller of any law applicable to this transaction or cause a material breach by Seller of any of the representations and warranties of Seller set forth in this Agreement or any lease, agreement, contract, or commitment to which Seller is a party; (e) Give Purchaser written notification of any material changes taking place after the delivery of any Schedules and other documents which would have been reflected in such documents had such changes occurred prior to the time such documents were first delivered.
Sample 1
Obligations of Seller Prior to Closing. Prior to the Closing Date, the Seller shall: (A) Continue to operate the Business in the usual and ordinary course in substantial conformity with applicable laws, ordinances, regulations and orders, and use its best efforts to sell the Business inventory pursuant to the Inventory Purchase Agreement, preserve the Business, the Assets and Seller as an organization and preserve the continued operation of the Business with Seller’s customers, suppliers and others having business relations with the Seller. (B) Not assign, sell, lease or otherwise transfer or dispose any of the Assets used in the Business, whether now owned or hereafter acquired, except in the normal and ordinary course, and in connection with normal operations. (C) Maintain all Assets in operating condition as required for the operation of the Business in the ordinary course of business. Seller will only purchase inventory approved by Purchaser. (D) Limit issuance of additional product promotional credits, out of the ordinary course of business, or customer prepayments, except as agreed by the Purchaser in writing. (E) Maintain existing policies of insurance, maintain all permits held by the Seller, maintain existing real property leases and refrain from modifying any material contract or assumed liability as identified in this Agreement. (F) Seller shall have obtained the necessary UCC-3 termination statements and release of any all security interest, liens or encumbrances in the Assets, except for the Webbank lien on computers and related equipment. (G) Seller shall have executed and delivered to Purchaser all the documents to be provided pursuant to this Article, all representations and warranties of Seller set forth in this Agreement shall be true and accurate in all material respects, no suit or action by any third party shall have been initiated or threatened prior to the Closing Date that would affect the purchased Assets, and Seller shall have performed in all material respects all duties and obligations required by this Agreement to be performed before the Closing Date. (H) Execute a Lease where the Business is located. (I) Execute and delivery the Inventory Purchase Agreement and documents or agreements referenced therein. (J) In the event any of the conditions set forth in this Section have not been fulfilled as of the Closing Date, as such may be extended by the parties, and in the further event Purchaser shall not have elected to waive the condition and complete this transaction, P...
Sample 1
Obligations of Seller Prior to Closing. Seller covenants that between the date of this Agreement and the Closing:
Sample 1
Obligations of Seller Prior to Closing. From the date of this Agreement until the Closing Date, Seller and GTC, as applicable, shall or, as applicable, shall cause the Companies to: 1. Conduct the Business and maintain the Purchased Assets only in the usual, regular and ordinary course, preserve the organizational structure of the Business, and preserve intact for Buyers the goodwill of the Business and the present relationship between the Business and the employees, suppliers, clients, customers and others having business relations with the Companies; 2. Not increase compensation of any kind payable or to be payable by the Companies to any of their officers, employees or agents except for increases and bonuses in the ordinary course of business consistent with past practices; 3. Take all action and do all things reasonably necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement; 4. Continue in force each of the policies of insurance which insure the Business, the Companies and the Purchased Assets; 5. Use its best efforts to obtain prior to Closing all consents by third parties under material agreements identified by Buyers required to be obtained by Seller with respect to its performance of this Agreement and cooperate fully with Buyers in connection with Buyers' requests and applications for the governmental authorizations, approvals and consents which are necessary for the ownership and operation of the Business immediately following the Closing Date; and 6. Give Buyers prompt written notification upon receipt of knowledge of any fact which would make any representation or warranty contained in this Agreement untrue in any material respect.
Sample 1
Obligations of Seller Prior to Closing. During the period commencing on the date hereof and ending on the Closing Date (as hereinafter defined), or within such other period hereinafter contemplated in this Section, Seller agrees as follows: (a) Not to create, grant, accept or enter into any option to purchase, right of first refusal, sale agreement, lease, use and occupancy arrangement with respect to all or any portion of the Property without Purchaser's prior written consent. (b) Not to create or suffer a lien of any kind whatsoever on all or any portion of the Property, it being understood and agreed by the parties hereto that any lien which is a result of Purchaser's failure to perform its obligations under the Ground Lease shall not be a breach of Seller's agreement hereunder.
Sample 1
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Obligations of Seller Prior to Closing. Commencing on the Execution Date through and including the date of Closing, Seller shall: (a) Maintain the Land, the Improvements, and the Personal Property in substantially the same condition as on the Execution Date. (b) Maintain casualty and comprehensive liability insurance with respect to the Land, Improvements and Personal Property in the same amounts of coverage as are in effect on the date of this Agreement. (c) Not enter into any lease, license, use or occupancy arrangement, easement or other agreement with respect to possession or use of the Property without Purchaser's prior written consent. (d) Unless this Agreement is terminated pursuant to the terms hereof, not offer or market the Property for sale or lease, or create, grant or accept any agreement for the sale or lease of all or any portion of the Property without Purchaser's prior written consent. (e) Not create or suffer any right, claim, lien or encumbrance of any kind whatsoever on all or any portion of the Property. (f) Pay all real estate and other taxes, utility bills, insurance premiums and other charges applicable to all or any part of the Property before any penalty for nonpayment shall accrue. (g) Furnish to Purchaser, within three (3) Business Days after receipt by Seller, any and all notices of proposed assessments, and notices of any proposed action under or violation of any law, statute, ordinance, rule or regulation affecting all or any portion of the Property.
Sample 1
Obligations of Seller Prior to Closing 
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Related to Obligations of Seller Prior to Closing

  • Seller’s Closing Documents At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

  • 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”).

  • 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.

  • Operations Prior to Closing (a) Seller agrees to operate the Property between the Execution Date and the Closing Date in the same general manner as Seller has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force. (b) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which Seller is bound or to which the Real Property, or any of them, are subject, and which will be binding upon Buyer or a lien upon such Real Property, after the Closing. (c) Seller shall notify Buyer promptly of Seller's receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof. (d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by Seller upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination. (e) Except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, Seller shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on Buyer's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to Buyer. Further, except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, or as set forth above, Seller shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit). (f) Seller shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of Buyer, except those made by Seller pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as required under any Lease. (g) Seller shall timely xxxx all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears. (h) Seller shall notify Buyer of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, Seller not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without Buyer's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall be the sole property of Seller, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of Buyer. Each party agrees to promptly remit to the other any refund received by it which is the property of the other. (i) Seller shall notify Buyer promptly of the occurrence of any of the following: (i) Receipt of notice from any governmental or quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Property, or any portion thereof; (ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Property, or any portion thereof; (iii) Notice of any actual or threatened litigation against Seller or affecting or relating to the Real Property, or any portion thereof which may materially and adversely affect the Real Property or Seller's ability to consummate the transactions contemplated by this Agreement; and (iv) Vacancy of any demised Property by a tenant, other than in accordance with a scheduled lease termination.

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Purchaser’s Closing Obligations On the Closing Date, Purchaser, at its sole cost and expense, will deliver to Seller the following items: (a) The Purchase Price, after all adjustments are made as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.2; (b) A counterpart original of each Assignment of Leases, duly executed by Purchaser; (c) A counterpart original of each Assignment, duly executed by Purchaser; (d) Evidence reasonably satisfactory to Seller that the person executing the Assignment of Leases, the Assignment, and the Tenant Notice Letters on behalf of Purchaser has full right, power and authority to do so; (e) Form of written notice executed by Purchaser and to be addressed and delivered to the Tenants by Purchaser in accordance with Section 10.6 herein, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Security Deposit (specifying the exact amount of the Security Deposit) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (f) A counterpart original of the Closing Statement, duly executed by Purchaser; (g) A certificate, dated as of the Closing Date, stating that the representations and warranties of Purchaser contained in Section 8.2 are true and correct in all material respects as of the Closing Date; (h) A counterpart original of the Operating Agreement (as defined in Section 10.3(k) below), duly executed by Purchaser; and (i) Such other documents as, may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement.

  • 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:

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

  • Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):

  • Seller’s Obligations at the Closing At the Closing, Seller will do, or cause to be done, the following:

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