PRE-CLOSING CONDITIONS Sample Clauses
PRE-CLOSING CONDITIONS. 4.1 The obligation of the Parties to complete the sale of the Lands is subject to the satisfaction of all the conditions precedent set out in section 11.1 of the Framework Agreement and receipt of executed and registerable Releases for the Provincial Restrictive Covenant and Timber Covenant as set out in section 3.5(a) of the Framework Agreement.
PRE-CLOSING CONDITIONS. The consummation of the transactions contemplated by this Agreement by each party is subject to satisfaction of the following conditions, as applicable:
(a) Satisfaction of all of the conditions to closing set forth in the Real Estate Purchase and Sale Agreement;
(b) Execution of the Franchise Agreement in the form of Exhibit B and B-1 hereto (except that (i) the "Territory" for each Franchise Owner (as defined in the Franchise Agreement) shall be specified prior to execution thereof in accordance with the criteria set forth on Schedule 6.1
PRE-CLOSING CONDITIONS. The obligation of the Lender to advance funds at the Loan Closing Date hereof is subject to the condition precedent that, on or before the date of such advance, the Lender shall have received the following:
PRE-CLOSING CONDITIONS. The following conditions to Symantec's obligations contained in this Agreement must be satisfied or waived on or before the times set forth below:
PRE-CLOSING CONDITIONS. Purchaser's and Seller's mutual obligations to consummate the transactions contemplated hereby will be subject to the conditions that (i) the IPO shall have been consummated on or before December 31, 1999, and (ii) no injunction or order shall be in effect prohibiting consummation of the transactions contemplated hereby or which would make the consummation of such transactions unlawful, and no action or proceeding shall have been instituted and remain pending before a court, governmental body or regulatory authority or shall be threatened to restrain or prohibit such transactions.
PRE-CLOSING CONDITIONS. 9.1 It is a condition precedent to Purchaser's obligation to complete the purchase contemplated herein that Vendor shall have, prior to the Closing Date:
(a) allowed Purchaser to review all existing certificates of registration and documents of title, if any, with respect to the Program;
(b) allowed Purchaser to review the Program's operation and use;
(c) maintained the Work in the ordinary course of business as would reasonably be expected of a careful and prudent owner, and shall not have entered into any other agreement affecting any rights or interest in the Purchased Work, other than in the ordinary course of business, without Purchaser's prior written consent;
(d) maintained all registrations and applications for intellectual property protection for the Program, if any, in good standing; and
(e) provided to Purchaser a copy of the Vendor's business plan with respect to the Program, and that Purchaser shall be reasonably satisfied with respect thereto.
9.2 It is a condition precedent to Purchaser's obligation to complete the purchase contemplated herein that Purchaser shall, prior to the Closing Date, have obtained the External Valuation, and be reasonably satisfied with respect to the External Valuation, the viability of the Vendor's operations and business plan as related to the Purchased Work, and the compatibility of the Program with Purchaser's "Casting Network" business.
9.3 It is a condition precedent to Closing that the Facilities Management Agreement, and the Guarantee relating thereto, shall have been executed and delivered by the parties thereto.
PRE-CLOSING CONDITIONS. The following conditions must be satisfied or waived on or before the times set forth below:
PRE-CLOSING CONDITIONS. The following are material conditions precedent to Closing and Buyer’s release of funds from escrow:
(a) Seller will introduce Buyer to the site administrator and former owner no less than two (2) days prior to Closing for interview. Seller shall make to available to Buyer the opportunity to speak to such parties part of its due diligence. Buyer may, in its sole discretion, not proceed with the sale in the event that the results of the interview are unsatisfactory.
(b) Seller will disclose to Buyer which advertisers to open accounts with and Seller will add Buyer’s advertising code to all the sites prior to transfer.
(c) Seller will deliver instructions on how to use the CMS system prior to Closing and will enable Buyer to run a test prior to Closing.
(d) Seller will add Buyer Google analytics and AdSense code to the web site(s) prior to closing.
(e) Seller will facilitate the transfer of the existing server over to Buyer and put Buyer in touch with the former owner and original developer of the web site so we can eventually move it to Buyer’s own servers.
(f) Seller will provide Buyer with all contracts being expressly assumed under Exhibit B within two (2) days prior to Closing, if any.
PRE-CLOSING CONDITIONS. The obligations of Purchaser hereunder are subject to the fulfillment at the Closing Date of each of the following conditions:
PRE-CLOSING CONDITIONS. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing, except as otherwise indicated.
(a) Each of the Parties will use its reasonable best efforts to take all action and to do all things necessary in order to consummate and make effective the transactions contemplated by this Agreement.
(b) Seller will give any notices to third parties, and shall obtain any third party consents that are required or that the Buyer may reasonably request in connection with the matters referred to in this Agreement. Each of the Parties will give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in this Agreement and the Disclosure Schedules. If any such consents or approvals relating to an Assumed Contract have not been obtained prior to the Closing Date and the assignment of any such Assumed Contract would constitute a breach thereof, then Seller shall hold such Assumed Contract and all benefits derived therefrom (economic or otherwise) in trust for the Buyer. Seller shall continue to use its best efforts to obtain any such consents or approvals relating to Assumed Contracts after the Closing Date. Until such consent or approval has been obtained, or if it cannot be obtained, Seller shall continue to maintain the existence of such Assumed Contract, as agent and trustee for Buyer, at Seller's expense (net of expenses Buyer would have incurred had the applicable Assumed Contract been assigned or transferred), and for the benefit of Buyer.
(c) The Seller will not engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business.
(d) Except as set forth herein, the Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers and employees.
(e) The Seller will permit representatives of the Buyer to have full access, at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Seller, to all premises, properties, personnel, books, records (including Tax records or the relevant portions thereof), contracts, and documents of or pertaining to the Seller.
(f) The Seller will give prompt written notice to the Buyer of any material adverse developme...