Pre-Closing Assistance Clause Samples

The Pre-Closing Assistance clause outlines the obligations of parties to cooperate and provide necessary support to each other in the period leading up to the closing of a transaction. This may include sharing information, preparing documents, or taking specific actions required to satisfy closing conditions. By clearly defining these responsibilities, the clause helps ensure a smooth and timely closing process, reducing the risk of delays or misunderstandings.
Pre-Closing Assistance. Before the Closing Date, at the request of Buyer, Seller shall use commercially reasonable efforts to provide reasonably requested information to Buyer for the purpose of assisting Buyer in obtaining MGC approval; provided, however, that Seller shall have no liability whatsoever for or associated with such licensing. Buyer agrees to indemnify and hold harmless Seller and any representative or agent of Seller, including, but not limited to, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, from any liability, claim, expense or cost associated with assisting Buyer in obtaining MGC approval.
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Pre-Closing Assistance. (i) If requested by Buyers from and after the date hereof, Sellers shall: (A) engage Ernst & Young LLP, Sellers’ auditor, to provide U.S. Buyer with audited historical financial statements for the Acquired Business for the fiscal years 2006, 2007 and 2008 on or prior to ninety days after the entry of the Bidding Procedures Order and to provide unaudited financial statements for the Acquired Business for the nine-month periods ended September 30, 2009 and September 30, 2008 on or prior to ninety days after the entry of the Bidding Procedures Order (the “Carve-Out Financial Statements”). Sellers shall also provide such direction and assistance as is required to support their auditor’s reasonable needs under the above-referenced engagement and meeting the above-referenced deadline, including (1) executing and delivering management representation letters as reasonably agreed upon by Sellers and Sellers’ auditor (provided that nothing herein shall require a representation as to the amount of or need for an accrual for environmental Liabilities or any other contingent reserves for liabilities not to be assumed by Buyers), (2) providing prepared relevant financial statements to be the subject of the audit, (3) providing all reasonably required supporting accounting records and (4) providing reasonable access to relevant systems, files and persons. Nothing in this Section 5(m)(i)(A) shall require any Seller to pay or incur Liability for any fee or other expense of Sellers’ auditor that is not advanced or simultaneously reimbursed by U.S. Buyer. In the event Sellers’ auditor declines to be engaged or the audited portion of the Carve-Out Financial Statements is not delivered by the above-mentioned deadline or it becomes reasonably apparent that such deadline will not be met, Sellers shall (a) engage and provide such assistance as is required to support Buyers’ auditor’s reasonable needs in order to provide an audit within a reasonably prompt timeframe, including (i) executing and delivering management representation letters as reasonably agreed upon by Sellers and U.S. Buyer’s auditor (provided that nothing herein shall require a representation as to the amount of or need for an accrual for environmental Liabilities or other contingent reserves for Liabilities not to be assumed by Buyers), (ii) providing prepared relevant financial statements to be the subject of the audit, (iii) providing all reasonably required supporting accounting records and (iv) providing reas...
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Pre-Closing Assistance. Before the Closing Date, at the request of Buyer, Seller shall use its best efforts to provide reasonably requested information to Buyer for the purpose of assisting Buyer in obtaining Buyer's financing, provided, however, that Seller shall have no liability whatsoever for or associated with such financing other than with respect to any written information of Seller (related to Seller's current operations and not related to any proposed or projected operations of Buyer) furnished to Buyer in connection with such financing. Prior to the Closing Date, Seller shall cause its senior members of management, including ▇▇▇▇▇ ▇. ▇▇▇, to be available at such time reasonably requested by Buyer to provide information in the preparation of any documentation and any road show presentations related to Buyer's financing and to attend any such road show or other presentation. Buyer's accountants, at Seller's cost and expense, shall prepare audited financial statements for Seller's 1998 fiscal year. Buyer shall be responsible for bringing Seller's 1996 and 1997 audited financial statements in compliance with Regulation S-X as promulgated by the Securities and Exchange Commission. Buyer agrees to indemnify and hold harmless Seller and any representative or agent of Seller, including, but not limited to, ▇▇▇▇▇ ▇. ▇▇▇, from any liability, claim, expense or cost associated with assisting Buyer in obtaining Buyer's financing, provided, however, that such indemnity shall not apply to the extent such liability, claim, cost 24 or expense (i) relates to any written information of Seller (related to Seller's current operations and not related to any proposed or projected operations of Buyer) furnished to Buyer in connection with such financing, and (ii) arises out of or results from any malfeasance, fraud, willful misconduct or gross negligence of Seller or any of Seller's representatives or agents.
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Pre-Closing Assistance. Before the Closing Date, at the request of Buyer, Seller shall use commercially reasonable efforts to provide reasonably requested information to Buyer for the purpose of assisting Buyer in obtaining IRGC approval; provided, however, that Seller shall have no liability whatsoever for or associated with such licensing. Buyer agrees to indemnify and hold harmless Seller and any representative or agent of Seller, including, but not limited to, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, from any liability, claim, expense or cost associated with assisting Buyer in obtaining IRGC approval.
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Related to Pre-Closing Assistance

  • 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.

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

  • 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.

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.