Pre Closing Agreements. The parties agree as follows with respect to the period from the execution of this Agreement and until the earlier to occur of: (i) September 30,2006; (ii) the Closing:
Pre Closing Agreements. 17 SECTION 5.1 Due Diligence................................... 17 SECTION 5.2 Operation of Business........................... 17 SECTION 5.3 Best Efforts.................................... 17 SECTION 5.4 Confidentiality................................. 17 SECTION 5.5 Public Announcements............................ 18 ARTICLE 6. POST-CLOSING AGREEMENTS................................ 18
Pre Closing Agreements. (a) Provided that the Purchaser has received its license to conduct business in Bermuda (as contemplated by this Agreement) by December 17th, 2001, the Company will "Front" the Assumed Business underwritten in Singapore until such time as the Purchaser receives its license in Singapore at which time Purchaser shall succeed to all rights and obligations, subject to the indemnities provided for in this Agreement, of the Assumed Business as provided for in the Transfer and Assumption Agreement and the Company shall thereafter have no right, title or interest in such Assumed Business or any responsibility in relation thereto other than as indemnified hereunder. The term "Front" means the Assumed Business underwritten by the Company with an Effective Date of January 1, 2002 underwritten in the Company's name and 100% reinsured by the Purchaser. No fee will be charged to Purchaser for the Front facility.
Pre Closing Agreements. 4.1 Negative Covenants of the Company. Between the date hereof and Closing, unless otherwise provided herein, the Company will not, and Sellers will not, on behalf of themselves or the Company, without the written consent of Purchaser:
(a) sell or otherwise dispose of any of the Company's assets, other than inventory, in the ordinary course of business;
(b) order or purchase any property other than supplies and materials in the ordinary course of business;
(c) make any commitment to extend any credit or advance any funds, or make any commitment or incur any obligation to borrow funds from any source except in respect of obligations of the Company incurred in the ordinary course of business;
(d) change the Articles of Incorporation or Bylaws of the Company, except as may be necessary to conform with the requirements of this Agreement; or increase the rate of compensation payable by the Company to any officer or employee or pay any bonus or similar payment to any officer or employee;
(e) convey, transfer, issue or sell or enter into any agreement to convey, transfer, issue or sell any additional capital stock or other securities of the Company;
(f) take any act or fall to take any act which would cause a representation or warranty contained herein to be untrue; or
(g) make any commitment or agreement to do any of the foregoing, other than enter into license agreements with respect to the Company's intangible personal property which are entered into in the ordinary course of business and which shall be listed on an updated Schedule 3.1.12(ii) to be delivered at Closing.
4.2 Operations Prior to Closing Date between the date hereof and Closing, Sellers and the Company will:
(a) provide Purchaser, at Purchaser's expense, with full access, during the Company's normal business hours to all properties, books and records and employee(s) of or relating to Company as Purchaser may reasonably request;
(b) cause the Company to operate, maintain and manage its business and assets in the ordinary course of business; and
(c) keep the business organization of the Company intact, the services of the Company's officers, and employees available, both insofar as practicable and preserve the goodwill of all persons and entities having business relations with the Company on a best efforts basis.
(d) identify on Schedule 4.2 all individuals and entities who were involved in, or who have knowledge of, the research, development, production, mixture and formulas of the spray-applied ...
Pre Closing Agreements. The Seller covenants that on or prior to the Closing Date the Seller shall have caused the Assumption Agreement and the Reinsurance Agreement to be duly executed and delivered. In addition, in connection therewith, the Seller covenants that PXRE Group Ltd. shall duly execute and deliver the Guaranty upon the Closing.
Pre Closing Agreements. (a) Cash Shortfall Funding. Occidental agrees to advance up to $3,000,000 to the Company pursuant to the Note prior to the Closing (the “Cash Shortfall Amount”); provided that all of such Cash Shortfall Amount is used for (i) the Company’s reasonable and customary expenses associated with negotiating and consummating this Agreement, the transactions contemplated hereby and by the Transaction and, if applicable, the Replacement Transaction (including, without limitation, the reasonable fees and expenses of consultants hired to conduct diligence and reasonable legal fees), (ii) the deposit required to be paid by the Company under the terms of the Kxxx Acquisition Agreement or, if applicable, the terms of the Replacement Transaction and (iii) reasonable operating and other expenses of the Company for the period during which the Company seeks to consummate the Transaction or, if applicable, the Replacement Transaction. Occidental will advance portions of the Cash Shortfall Amount upon (A) the written request of the Company made from time to time and (B) submission of reasonably detailed invoices related to any amount requested. The Company agrees to repay all such amounts advanced in accordance with the terms of the Note. The Company will accept cancellation of the Note as payment for the shares of Series A Preferred Stock under Section 1.2.
Pre Closing Agreements. 20 Section 5.1. Access to Information and Facilities......................20 Section 5.2. Confidentiality...........................................21 Section 5.3. Additional Financial Statements.........................
Pre Closing Agreements. (a) During the period from the date of this Agreement and continuing until the Closing or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, each Domestic Seller Company shall, and shall cause ZSP to: (x) carry on the Business in the ordinary and usual course of business consistent with past practice; and (y) use its Commercially Reasonable Efforts to preserve its business organization, keep available the present services of its current officers, employees and agents, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Seller Companies with respect to the Business. Without limiting the foregoing, each Domestic Seller Company shall, and shall cause ZSP to:
(i) Pay the debts, Taxes and other obligations of the Business when due;
(ii) Continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable;
(iii) Maintain the Acquired Assets and the Indian Assets in the same condition as they were in on the date of this Agreement, subject to reasonable wear and tear;
(iv) Continue in full force and effect without modification all policies of insurance, except as required by Applicable Law;
(v) Perform all of its respective material obligations under the Assigned Contracts or those Contracts included in the Indian Assets, as the case may be;
(vi) Maintain the Business Records in accordance with past practice;
(vii) Comply in all material respects with all Applicable Laws;
(viii) Not take (or permit if within a Seller Company's control) any action that would cause a Seller Companies Material Adverse Effect to occur or the material impairment of the Acquired Assets or the Indian Assets;
(ix) Not create, incur, assume or guarantee any Indebtedness (other than in the ordinary course of business);
(x) Not (A) adopt, materially amend or modify any Employee Benefit Plan (other than in the ordinary course of business or actions taken in accordance with Section 5.06 or to terminate the Zeon Solutions, Inc. Retirement Trust or leave encashment plan), (B) grant any severance or termination pay that as of the Closing Date remains payable, (C) increase the benefits payable under or conditions concerning eligibility to receive benefits under any existing Employee Benefit Plan or employment agreement (other than in the ord...
Pre Closing Agreements. Parent and MDA, both acting reasonably, will identify (i) all computer software to be retained by MDA or transferred to Can AcquisitionCo and used by the other and (ii) all transitional services to be provided by Can AcquisitionCo to MDA following Closing, and will in good faith negotiate the terms and conditions of the IP License Agreement and the Transitional Services Agreement with respect thereto as agreed to by MDA and Parent, both acting reasonably, such agreements to be entered into on the Closing Date.
Pre Closing Agreements
