Other Pre-Closing Actions Sample Clauses

Other Pre-Closing Actions. Prior to the Closing Date, Sellers shall have completed all of the actions set forth on Section 6.17 of the Seller Disclosure Schedule.
Sample 1Sample 2
AutoNDA by SimpleDocs
Other Pre-Closing Actions. Prior to Closing, the Seller undertakes, and shall cause Towers Latam to undertake, at the Seller’s own cost and expense, to: (i) Make available proof of payment of the Chilean stamp tax for the Chilean Facilities, including any interest, readjustment and/or fine; (ii) Expressly waive its rights contained in Clause 13.1c) of each of the Chilean Facilities, and fully discharge Towers Chile Holding for all claims and/or allegations in that regard, in accordance with the applicable law of the Chilean Facilities; (iii) To obtain a cost certificate from the Peruvian Tax Authority due to the indirect transfer of shares of Towers Peru; and (iv) To transfer the Minority Argentinian Stake to Towers Latam, free and clear from any Encumbrances, for a reasonable price (based on the Seller’s current estimation) agreed by the Seller and Towers Latam, that shall be paid simultaneously and in the same act (unidad de acto) by Towers Latam to the Seller; and duly record such transfer in the stock registry book of Towers Argentina, provided that upon the completion of such transfer, Towers Latam will be the owner of 100% of the shares of Towers Argentina (the Buyer accepting the resulting sole shareholder situation of Towers Argentina and that the directors of Towers Argentina will not have any liability at this regard). Such price shall be paid in full, without any deduction, withholding, set-off, retention or counterclaim. The Seller and Towers Latam shall comply with all required formalities pursuant to Argentinian law to complete the valid transfer of the full ownership of the Minority Argentinian Stake from the Seller to Towers Latam, including the following: (a) delivering to Towers Latam an original letter signed by the Seller, whose signature shall be notarized by a notary public (if such signature is not notarized within the Argentinian territory, the notarization shall be accompanied by the Apostille pursuant to The Hague Convention of 1961), notifying Towers Argentina of the transfer of the Minority Argentinian Stake in favour of Towers Latam under the terms of Section 215 of the Argentine Companies Law N° 19,550, and instructing the board of directors of Towers Argentina to record such transfer in the stock registry book of the company. Such letter shall be drafted in the form to be agreed in good faith between the Parties prior to the Closing Date; and (b) delivering to Towers Latam the original stock certificates evidencing ownership of the Minority Argentinian...
Sample 1Sample 2
Other Pre-Closing Actions. Prior to each of the Closings, the Seller shall provide and shall cause the Companies (and, to the extent possible, Towers Zweite) to provide, and shall use its reasonable best efforts to cause their respective representatives and advisors (including accountants) to provide, customary cooperation reasonably requested by the Buyer in connection with the arrangement of the debt or equity financing for purposes of, or in connection with, funding the Transaction (including the disclosure of information set out in Clause 13.1.
Sample 1Sample 2
Other Pre-Closing Actions. During the period from the date of this Agreement to the Closing Date, Seller shall use reasonable best efforts to, and shall cause its applicable Subsidiaries to use reasonable best efforts to, take the actions set forth in Section 5.28 of the Seller Disclosure Schedule.
Sample 1
Other Pre-Closing Actions. The SELLER agrees that, during the period from the date hereof to the Closing, it will: (a) Maintain, or cause to be maintained, the Equipment in good operating condition and repair, ordinary wear and tear excepted; and (b) Take all reasonable actions necessary to register and record the assignment of the Trademarks (including the Trademarks subject to the Consent to Use and Register Agreement) from BMS in all jurisdictions in which SELLER acquired rights to such Trademarks from BMS, and will use its reasonable best efforts to cause BMS to execute documents necessary to evidence the transfer to SELLER (or to the BUYER or its designee) any Trademarks which have not been recorded in the name of SELLER. SELLER agrees to continue such efforts after the Closing if BMS has not completed all such assignments prior to Closing. SELLER further agrees that, specifically, in relation to the registrations for BANN which subsist in the United Kingdom, it will use its reasonable best efforts on a continuing basis, to ensure that these are transferred to BUYER or its designee.
Sample 1
Other Pre-Closing Actions. (a) The Company shall use its reasonable best efforts to take or cause to be taken all actions reasonably necessary to (i) seek and obtain all approvals, consents and authorizations of, and make all necessary filings with and notices to or required by, any Governmental Entity necessary to permit to be declared and paid in full the Extraordinary Dividend in an amount not less than the Minimum Extraordinary Dividend Amount, or such greater amount as Parent may reasonably determine, and (ii) declare and pay in full the approved Extraordinary Dividend prior to or concurrently with Closing. (b) The Company shall not (i) make or commit to make any capital contributions (in cash or other assets) to GALAC, except as required by applicable Law, and (ii) the Company shall not permit GALAC to enter into any contract, agreement or arrangement or otherwise conduct any business or activities, except as required by applicable Law. (c) The parties hereto will cooperate and negotiate in good faith to determine and agree upon which assets of the Insurance Company will be included in the Extraordinary Dividend and, if the Insurance Company must dispose of assets to pay such Extraordinary Dividend, which assets will be disposed; provided, however, that nothing contained in this Section 6.13(c) shall be deemed to permit Parent to control the actions of the Company or the Insurance Company prior to the Effective Time. The parties hereto acknowledge and agree that the Extraordinary Dividend shall be comprised solely of cash, unless otherwise required by the NYSDFS. (d) The Company shall cause the Insurance Company to give X.X. Xxxxxx Investment Management Inc. notice of termination, effective no later than the Closing, in accordance with Section 20 of the Investment Management Agreement. (e) As soon as reasonably practicable, and in any event within three Business Days, following a request from Parent, the Company shall provide any applicable required notices under the Worker Adjustment and Retraining Notification Act, or any similar state, local or foreign Laws, that Parent requests, including notices to those employees of the Company and its Subsidiaries whose employment Parent indicates it may terminate on or following the Closing Date, notices to applicable Governmental Entities and any follow-up notices to notices already provided. The form of any such notice shall be prepared jointly by the Company and Parent.
Sample 1
Other Pre-Closing Actions. NMI shall take, or cause to be taken, prior to the Closing, and deliver to Parent at or prior to the Closing evidence of such action having been taken in a form acceptable to Parent in its sole discretion, all of the actions specified in Schedule 5.16.
Sample 1
AutoNDA by SimpleDocs
Other Pre-Closing Actions. Prior to the Closing, the Sellers shall cause the following Ancillary Agreements to be entered into: (a)
Sample 1
Other Pre-Closing Actions 
Sample 1

Related to Other Pre-Closing Actions

  • Pre-Closing Actions As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Subscription Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any Contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents.

  • Closing Actions On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).

  • Post-Closing Actions Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Pre-Closing Tax Returns From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

  • Pending Actions There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!