OBLIGATIONS PRIOR TO CLOSING. From the date of this Agreement through the Closing:
OBLIGATIONS PRIOR TO CLOSING. The Transferor Partnership covenants that between the date of this Agreement and the Closing Date:
OBLIGATIONS PRIOR TO CLOSING. 7 6.01 GRS' Access to Information and Assets....................................................................7 6.02 Company's Conduct of Business and Operations.............................................................7 6.03
OBLIGATIONS PRIOR TO CLOSING. 14 5.1 Buyer's Access to Information and Properties.................... 14 5.2 Company's Conduct of Business and Operations.................... 14
OBLIGATIONS PRIOR TO CLOSING. 7.1 OPERATION OF BUSINESS - The Company, Shareholder and agree that, from the date hereof to the Closing Date, the Company shall conduct its Business and affairs only in the Ordinary Course of Business.
OBLIGATIONS PRIOR TO CLOSING. The Purchaser, the Principal Shareholders and each of the other Selling Shareholders further agree and covenant with each other as follows:
OBLIGATIONS PRIOR TO CLOSING. From the date of this Agreement through the Closing:
(a) Buyer’s Access to Information and Properties
(A) The Sellers shall permit Buyer and its authorized employees, agents, accountants, legal counsel, financing sources and other representatives to have access to the books, records, employees, counsel, accountants, engineers and other representatives of the Company at all times reasonably requested by Buyer for the purpose of conducting an investigation of the Sellers’ financial condition, corporate status, operations, prospects, business and Properties. Each Seller shall make available to Buyer for examination and reproduction all documents and data of every kind and character relating to such Seller in possession or control of, or subject to reasonable access by, such Seller and/or the Shareholders, including, without limitation, all files, records, data and information relating to the Properties (whether stored in paper, magnetic or other storage media) and all agreements, instruments, contracts, assignments, certificates, orders, and amendments thereto. Also, each Seller shall allow Buyer access to, and the right to inspect, its Properties, except to the extent that such Properties are operated by a third-party operator, in which case such Seller shall use its best efforts to cause the operator of such Properties to allow Buyer access to, and the right to inspect, such Properties. Buyer shall conduct any such investigation in such a manner as not to interfere unreasonably with the normal operations of Sellers.
(b) Company’s Conduct of Business and Operations
(A) Sellers and the Shareholders shall keep Buyer advised as to all material operations and proposed material operations relating to the Sellers. Each Seller shall (a) conduct its business in the ordinary course (b) maintain present employees, (c) maintain and operate its Properties in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use reasonable efforts to keep all Contracts listed or required to be listed on Schedule 8(s) in full force and effect, (f) comply with all of the covenants contained in all such material Contracts, (g) maintain in force until the Closing Date insurance policies equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements, and (i) use their best efforts to preserv...
OBLIGATIONS PRIOR TO CLOSING. 38 7.1 Covenants and Agreements of Company...........................38 7.2
OBLIGATIONS PRIOR TO CLOSING. From and after the date hereof, and pending Closing, the parties agree that:
9.1 The Purchaser and Seller shall promptly, with the fullest cooperation between them, and in addition to any other specific matters referred to herein, jointly prepare applications which are required for the transaction contemplated herein to include, without limitation, the applications to the Controller of Restrictive Trade Practices (the "Controller"), the Ministry of the Environment and to the Ministry of Health for the re- issue of permits and licenses, and the Investment Center as referred to in Clause 10.1 below, or which is necessary for the purchase of Assets and conduct of the Cable Business by the Purchaser and will use their best endeavors to obtain such consents, permits, licenses and benefits, or to the extent any such consents have been obtained prior to the date hereof, they will use their best endeavors to maintain until Closing such consents, permits and licenses, including without limitation providing any additional materials or information which may be required in that connection. Seller undertakes to fully cooperate with Purchaser in obtaining an exemption from the VAT Taxes. Seller and Purchaser shall equally share the cost of engaging Xxxx. Xxxxx to prepare the economic study required to obtain said approval of the Controller and pursue same, estimated at a total of US$ 40,000.
9.2 Seller undertakes to use its best endeavors to continue operating the Cable Business in the ordinary course consistent with past practice, comply with all existing orders from Seller's customers, promote and market its products and to compete for tenders consistent with past practice. Seller shall promptly notify Purchaser in writing if Seller needs to deviate from said mode of operation. This Clause shall not derogate in any way from Clause 10.2 below and Schedule 8.
9.3 Subject to Clause 12.6, Seller shall, at Closing provide duly authorized resolutions authorizing the changes of its and its associated companies names so that the names (A) "Cvalim", (B) "Cvalim -The Wire and Cable Company of Israel LTD", (C) "D.A.S.H Cable Industries (Israel) Ltd" and (D) "D.A.S.H." and any derivatives of such names do not appear in its name or any of its associated company's names (including Barak Cables Holding Ltd.). Seller shall procure that a power of attorney for purposes of name changes, in the form and substance reasonably acceptable to Purchaser, is handed over to the Purchaser at Clo...
OBLIGATIONS PRIOR TO CLOSING. OCLL must have caused the following to occur prior to Closing:
A. OCLL shall have filed with the Financial Industry Regulatory Authority (“FINRA”) such paperwork as necessary to complete a Two-for-One (2:1) forward split (the “Forward Split”) of the OCLL common stock;
B. OCLL shall increase its authorized shares from the present amount of 200,000,000 to 500,000,000, OCLL shall effectuate this by filing Amended Articles of Incorporation with the Secretary of State of Nevada;
C. OCLL shall have effectuated a name change to better reflect the post-transaction business of the Company, OCLL shall effectuate this by filing Amended Articles of Incorporation with the Secretary of State of Nevada;
D. OCLL shall have caused the cancellation of 35,000,000 pre-Forward Split shares of common stock, which shall be canceled and return to the Company’s in exchange for the OCLL Shares; and,
E. OCLL shall deliver the following documents to ONEM: (i) share certificates evidencing the OCLL Shares registered in the name of the ONEM Shareholder; (ii) this Agreement duly executed; (iii) such other documents as ONEM or the ONEM Shareholder may reasonably request for the purpose of evidencing the accuracy of any of the representations and warranties of OCLL, evidencing the performance of, or compliance by OCLL with any covenant or obligation required to be performed or complied with by OCLL, evidencing the satisfaction of any condition referred to in this Article V, or otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
