Pre Closing and Post Closing Covenants Sample Clauses

Pre Closing and Post Closing Covenants. (a) Technology Transfer: Following the Closing, Altum will promptly furnish to BLF in tangible form all Data, Regulatory Materials and Licensed Know-How existing as at the Closing Date. During the Term, Altum shall keep BLF regularly and fully informed of, and shall furnish to BLF in tangible form, all Data, Regulatory Materials and Licensed Know- How which comes into existence after the Closing Date. Altum shall provide to BLF all assistance reasonably required by BLF to exercise the Licensed Rights granted under this letter agreement or the Definitive Agreement. All reasonable and documented out-of- pocket expenses incurred in connection with the delivery of the Data, Regulatory Materials and Licensed Know-How and the provision of assistance by Altum under this paragraph 19(a) will be paid by BLF promptly upon presentation of receipts in respect thereof. It being agreed that any amounts charged by Altum to BLF in connection therewith shall be reasonable and documented and on a cost basis, it being intended that Altum is not intended to profit from the technology transfer and assistance contemplated by the present paragraph. (b) Phase 3: Altum shall be responsible to carry out in a diligent, expeditious, timely and professional manner the Phase 3 trials and shall keep BLF informed of Phase 3 in a timely manner and BLF shall be provided all documents and access to Altum personnel that it may require in connection therewith. Altum and BLF agree on the budget and scope of work for Phase 3 set out in Schedule A hereto and BLF shall fund the agreed budget and scope of work for Phase 3 for an aggregate of $15,000,000 to be paid: $5,000,000 fifteen days after the Closing Date; $5,000,000 forty-five days after the Closing Date; and $5,000,000 seventy-five days after the Closing Date. Any amounts charged by Altum to BLF in connection with Phase 3 shall be reasonable and documented and shall be on a cost basis, it being intended that Altum is not intended to profit from its work on Phase 3. In the event that BLF fails to provide Altum with any portion of the foregoing payments, its economic interest in the Licensed Rights shall be reduced proportionately. For greater certainty, if BLF were to only provide $5,000,000 pursuant to the above schedule then its economic interest would be reduced by two- thirds (as it only provided one third of its commitment) such that were BLF to generate revenues of $100,000,000 from the sale of Licensed Products then BLF would only be...
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Pre Closing and Post Closing Covenants. The Parties agree as follows with respect to the period between the execution of this Amended Agreement and the Closing:
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Pre Closing and Post Closing Covenants. 7.1 Regular Conduct of the Business and Operations. Until the Closing Date, the Company shall, and the Shareholder shall cause the Company to, operate the Business only in the usual and Ordinary Course of Business and use best efforts to preserve the goodwill and organization of the Business and the relationships with the Company's customers, suppliers, employees and other Persons having business relations with the Company. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing, neither the Company nor the Shareholder shall: (a) take or omit to take any action that would result in a breach of any of the representations, warranties or covenants made by the Company or the Shareholder in this Agreement; (b) take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect on the Company; (i) enter into any contract out of the Ordinary Course of Business or restricting in any material respect the conduct of its business, (ii) make any loans or investments, (iii) increase the compensation, incentive arrangements or other benefits to any officer or employee outside of the Ordinary Course of Business, (iv) redeem, purchase or otherwise acquire directly or indirectly any of the Company's issued and outstanding capital stock, any outstanding rights or securities exercisable or exchangeable for or convertible into its capital stock, (v) make any distribution or dividends with respect to the Company's capital stock or any other payment to the Shareholder or its Affiliates, if such distribution or dividend would cause the Net Working Capital to not meet the requirements of Section 6.1(f), (vi) amend their respective articles of incorporation, bylaws, certificate of formation, or other organization documents unless such amendment is necessary to comply with the terms of this Agreement or issue or agree to issue any capital stock, or any rights or options to acquire, or securities convertible into or exchangeable for, any of their respective capital stock, (vii) directly or indirectly engage in any transaction, arrangement or contract with any officer, director, manager, shareholder or other insider or Affiliate of the Company or the Shareholder, except in the Ordinary Course of Business and as described on Schedule 4.11, (viii) execute any guaranty, issue any debt, borrow any money or otherwise incur or create any indebtedness or liability (other than trade pa...
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Pre Closing and Post Closing Covenants. The Parties agree as follows with respect to the period from the Effective Date to the Closing Date, and with respect to the period following the Closing.
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Pre Closing and Post Closing Covenants. 7.1 Pre-Closing Covenants.
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Pre Closing and Post Closing Covenants. 8.01. POST-CLOSING COVENANTS.
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Pre Closing and Post Closing Covenants 
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Related to Pre Closing and Post Closing Covenants

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

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

  • Closing Covenants The Purchaser agrees with the Vendor that after closing he:

  • 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.

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

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • CLOSING AND CLOSING DATE 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, 00 Xxxxx Strexx, Boston, Xxxxxxxxxxxxx, xx xx xxxx xxxxx xxxxe as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & Xx. (the "Acxxxxxxx Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Post-Closing Cooperation Each Party to this Agreement agrees that on and after Closing, it will execute any and all necessary documents, and take any and all necessary actions, to effect the purposes and terms of this Agreement or any other reasonable request. Specifically, the Parties shall (a) reasonably cooperate with each other in the defense of any litigation, investigation, claim or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence and other documentation) in a timely manner as reasonably requested by a Party to this Agreement; (b) reasonably cooperate with each other on all matters related to the preparation and submission of claims to the Medicare and Medicaid programs and other third party payers for services provided to beneficiaries; (c) reasonably cooperate with each other in the preparation and settlement of Medicare and Medicaid cost reports for all cost reporting years which are open as of the Closing Date in accordance with the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees to (i) promptly notify each other Party in writing of any claim or threatened claim against a Party or its present, previous or future directors, trustees or officers arising out of any matter relating to the Transaction; (ii) promptly deliver to the appropriate Party all correspondence or other written materials received by a Party after Closing pertaining to that Party; and (iii) provide any documents necessary to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, required by law or governmental regulations from all applicable federal, state and local authorities and any other regulatory agencies necessary for the legal operation of the Healthcare Facilities by Purchaser and to otherwise further the terms of the Transaction set forth in this Agreement and any Exhibits hereto. With respect to clause (a), above, and without limiting any other provision of this Agreement, (i) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to the Closing Date, Sellers shall, at Sellers’ sole cost, provide such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16.

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