PRE-CLOSING AND CLOSING COVENANTS Sample Clauses

PRE-CLOSING AND CLOSING COVENANTS. 24 SECTION 4.1 Maintenance of Properties and Business................... 24 SECTION 4.2 Access to Information.................................... 25 SECTION 4.3
Sample 1
AutoNDA by SimpleDocs
PRE-CLOSING AND CLOSING COVENANTS. ..28 Section 4.1. Conduct of Business of the Company............................................28 Section 4.2. Access........................................................................29 Section 4.3.
Sample 1
PRE-CLOSING AND CLOSING COVENANTS. From and after the date hereof and until the Closing Date:
Sample 1
PRE-CLOSING AND CLOSING COVENANTS. 58 6.1 Pre-Closing Transactions 58 6.2 Changes in Heads of Agreement 59 6.3 Rights of Access 59 6.4 Exclusivity 59 TABLE OF CONTENTS (continued) Page 6.5 Tax Rulings and Returns 60 6.6 Funding re Deferral Agreement 60 6.7 Trading Contracts 60 6.8 Recommendation of BE Board 61 6.9 Break Fee 61 6.10 [Intentionally deleted] 62 6.11 Co-operation and Compliance 62 6.12 Confidentiality and Access to Information 63 6.13 Public Statements 65 6.14 Consents, Approvals and Waivers 65 6.15 Pre-Closing Transaction Request 66 6.16 Capital Contributions 66 6.17 Removal of Liabilities 66 6.18 Prior to Closing 67 6.19 Pre-Closing Ruling Condition 67 6.20 Direct Acquisition 67 ARTICLE 7 POST CLOSING COVENANTS 67 7.1 Tax Matters 67 7.2 Non-Competition 69 7.3 Non-Solicitation - Employees 69 7.4 Remedies for Breach 70 7.5 Change of Name 70 7.6 Post-Closing Support Services 70 7.7 Financial Statements of BPLP 70 ARTICLE 8 CONDITIONS 71 8.1 Conditions to Obligations of AcquisitionCo 71 8.2 Mutual Conditions 73 8.3 Conditions to Obligations of XXXXX 75 ARTICLE 9 INDEMNIFICATION 77 9.1 Indemnification 77 9.2 Defence of Claims 81 9.3 Adjustment for Income Taxes 85 ARTICLE 10 TERMINATION 87 10.1 Termination 87 10.2 Procedure and Effect of Termination 88 ARTICLE 11 MISCELLANEOUS PROVISIONS 88 TABLE OF CONTENTS (continued) Page 11.1 Extent of Obligations 88 11.2 Expenses 89 11.3 Forms of Agreements 89 11.4 Brokerage Fees and Commissions 90 11.5 Arbitration Procedures 90 11.6 Survival of Representations, Warranties, Covenants and Obligations 90 11.7 Assignment 91 11.8 Submission to Jurisdiction 91 11.9 Attorney for Service 92 11.10 Notices 93 11.11 Further Assurances 94 11.12 Time is of the Essence 95 11.13 Counterparts 95 11.14 Set Off 95 11.15 OMERS 95 11.16 BPLP Covenant 96 11.17 Borealis 97 SCHEDULE A LIST OF ANCILLARY AGREEMENTS SCHEDULE B REQUIRED CONSENTS, APPROVALS AND WAIVERS SCHEDULE C OWNERSHIP AND CAPITALIZATION SCHEDULE D TAX MATTERS AND ADJUSTMENTS SCHEDULE E INTERCOMPANY DEBT SCHEDULE F TRADING CONTRACT ADJUSTMENT SCHEDULE G POST-CLOSING REORGANIZATION SCHEDULE H AUTHORIZED PRE-CLOSING TRANSACTIONS TABLE OF CONTENTS (continued) Page SCHEDULE I PENSION PLAN ADJUSTMENT SCHEDULE J ARBITRATION PROCEDURES SCHEDULE K TAXATION YEARS AND NOTICES OF ASSESSMENT EXHIBIT 1 – DTI Letter AMENDED AND RESTATED MASTER PURCHASE AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made as of the 14th day of February, 0000
Sample 1

Related to PRE-CLOSING AND CLOSING COVENANTS

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

  • Closing and Closing Documents 24 ----------------------------- 11.1. Closing....................................................... 24 ------- 11.2. Seller's Deliveries........................................... 26 ------------------- 11.3. Purchaser's Deliveries........................................ 26 ---------------------- 11.4. Prorations.................................................... 27 ---------- 11.5. Document Preparation and Closing Costs........................ 28 -------------------------------------- 11.6. Reconciliation and Final Payment.............................. 28 -------------------------------- 11.7.

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

Time is Money Join Law Insider Premium to draft better contracts faster.