Performance Prior to Closing Sample Clauses

Performance Prior to Closing. Buyer and Seller each will satisfy and perform all obligations, requirements and undertakings to be satisfied or performed by them, respectively, under this Agreement prior to the Closing Date.
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Performance Prior to Closing. Upon execution of this Agreement, Purchaser and/or Seller, as the case may be, agree to perform the following within the time stated, each of which shall be a condition precedent to Closing (collectively, the "Conditions Precedent"):
Sample 1
Performance Prior to Closing. Subject to the provisions of Section ---------------------------- 10.7, Buyer shall assume responsibility for operation of the Assets and for performance of the Contracts as of the Closing Date. Seller shall be entitled to receive payment for all gas, natural gas liquids and other plant products saved and sold prior to the Closing Date, provided that Seller shall make payment for all such gas to the producers, natural gas liquids and other plant products pursuant to the Contracts, with the allocation of the plant, marketing and transportation fees taken into account, such payments being adjustments under Section 2.2(b)(i). Except as otherwise provided herein, Buyer agrees to assume all rights and obligations of the Seller under the Contracts to be assigned as of the Closing Date. The parties recognize that Seller will be managing the Contracts on behalf of Buyer during the period of time between the Effective Date and the Closing. During this period of time, Buyer agrees to defend, indemnify and hold Seller harmless from any and all costs, expenses and liabilities under such Contracts accruing on and after the Effective Date, provided Seller fulfills the obligations set forth under the Contracts as a reasonably prudent operator of natural gas facilities. This indemnity shall not apply to any acts of Seller which are grossly negligent or which involve willful or wanton misconduct respecting such Contracts. Seller shall defend, indemnify and hold Buyer harmless from any and all costs, expenses and liabilities directly attributable to the gross negligence, willful or wanton misconduct in the administration or performance under such Contracts, but not otherwise, occurring between the Effective Date and Closing.
Sample 1
Performance Prior to Closing. Each of the sales and purchase (including but not limited to tangible assets passing to Longtop WFOE) under BATA and Offshore-ATA have been closed; Employee (including Senior management and key employees) have entered satisfied labor contracts with Longtop WFOE with proper stipulations of non-disclosure, non-compete obligations and confidentiality terms; The Seller and the Management Shareholder have used their best reasonable efforts to cause the execution of the BATA, so that all the business contract under such agreement are transferred to Longtop WFOE.
Sample 1
Performance Prior to Closing. Buyer shall assume responsibility for operation of the Harmony System Assets as of the Closing Date. Seller shall be entitled to receive payment for all gas, natural gas liquids and other plant products saved and sold prior to the Effective Date, provided that Seller shall make payment for all such gas to the sellers of such gas, natural gas liquids and other plant products pursuant to the Contracts. Buyer agrees to assume all rights and obligations of Seller arising under the Contracts as of and after the Effective Date, and agrees to defend, indemnify and hold Seller harmless from any and all costs, expenses and liabilities under such Contracts accruing on and after the Effective Date, other than those costs, expenses and liabilities arising by reason of any breaches or defaults by Seller prior to the Effective Date. Seller shall defend, indemnify and hold Buyer harmless from any and all costs, expenses and liabilities under the Contracts accruing prior to the Effective Date and those accruing or arising on or after the Effective Date which result from any breaches or defaults by Seller prior to the Effective Date.
Sample 1

Related to Performance Prior to Closing

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • 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 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.

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

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