Pre Closing Matters. (a) At least five (5) Business Days prior to the Closing, the Seller Representative shall deliver to Purchaser a written schedule (the “Closing Statement”) setting forth (i) the Seller Representative’s calculation, together with reasonable supporting detail, of the Closing Consideration, and (ii) the Seller Representative’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated and wire instructions therefor to facilitate payment by Purchaser of the Seller Transaction Expenses, along with instructions for payment of such expenses by Purchaser as of the Closing. Purchaser shall be entitled to review the Closing Statement and the Seller Representative will cooperate promptly and reasonably with Purchaser to revise the Closing Statement to the extent necessary to reflect any of Purchaser’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”.
(b) At least two (2) Business Days prior to the Closing, Purchaser shall notify the Seller Representative in writing (the “Purchaser Closing Statement”) of (i) the Purchaser Trust Amount upon conclusion of the Purchaser Share Redemption (the “Final Purchaser Trust Amount”) and (ii) Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses shall be paid out as of the Closing. The Seller Representative shall be entitled to review the Purchaser Closing Statement and Purchaser will cooperate reasonably with the Seller Representative to revise the Purchaser Closing Statement to the extent necessary to reflect any of the Seller Representative’s reasonable comments. Following such review, if the Purchaser Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing Statement”.
Pre Closing Matters. 2.2.1 The Sponsors hereby agree that the Board of Directors of the Buyer shall have the exclusive right to take any and all actions relating to the operation of the Buyer prior to the Closing, including, without limitation, any determination that the conditions to Closing specified in Sections 7.1 and 7.2 (the “Closing Conditions”) of the Merger Agreement are satisfied or waived, any requests of the Company for amendments or waivers of the Merger Agreement and compliance with the Buyer’s obligations under the Merger Agreement and Commitment Letters, and each Sponsor shall be deemed to have consented to any and all such actions.
2.2.2 The Sponsors hereby agree to do all things commercially reasonable, including, but not limited to, exercising their voting rights in the Buyer, and so far as they are able to, causing each of the directors appointed by them to the Buyer to exercise their powers to cause the Buyer and the Transitory Subsidiary to comply with the terms of the Transaction Agreements. Each of the Sponsors hereby agrees that it will promptly remove and replace any director designated by it who does not act in accordance with the provisions of this Section 2.2.2.
2.2.3 In the event that (a) the Buyer has determined that the Closing Conditions have been satisfied or waived and a Sponsor fails to fund (or provides written notice to the other Sponsor of its intent not to fund) its portion of the Merger Consideration in accordance with the terms of its Equity Commitment Letter, (b) a Sponsor is in default under the Guarantee or (c) the Buyer takes, or fails to take, any action (including the determination of satisfaction of the Closing Conditions) due to the failure of one director to approve, or not approve, such action pursuant to the process set forth in the succeeding provisions of this Section 2.2.3 (in such capacity, a “Non-Consenting Director”) that results in the Buyer, the Transitory Subsidiary or any Sponsor to be in breach of, or default under, any Transaction Document (including resulting in the payment of the Parent Termination Fee) (such Sponsor, in the case of clauses (a) and (b) above and the Sponsor that designated the Non-Consenting Director in the case of clause (c) above, the “Defaulting Sponsor”), then in each case in clauses (a), (b) and (c) above, the other Sponsor (the “Non-Defaulting Sponsor”) shall have the right to terminate with immediate effect the Defaulting Sponsor’s participation in the Merger and fund (or cause a third p...
Pre Closing Matters. From and after the date of this Agreement and until the Closing or earlier termination of the Agreement:
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:
Pre Closing Matters. Until the earlier of the Closing Date or the termination of this Agreement, City agrees as follows: (i) to maintain any insurance coverage relating to the Site that is currently maintained by City, in the amounts and coverages currently in effect; (ii) to maintain the Site in its present condition (“AS IS”), subject to normal wear and tear and with acts of God, casualty and condemnation excepted, provided that the City shall be allowed to continue to complete the demolition and abatement of the Site; (iii) to notify Developer promptly upon receiving notice of any (a) fact or event that could make any of the representations or warranties of City contained in Section 22 of this Agreement untrue or misleading in any material respect, (b) pending or threatened litigation that materially and adversely affects the Site or that would materially and adversely affect the transaction contemplated hereby or the Developer’s intended use of the Site, or (c) material damage or destruction (excluding normal wear and tear) to the Site or any part thereof; (iv) not to intentionally do anything or knowingly permit anything to be done that would materially and adversely affect the status of title to the Developer Parcel as shown in the Title Commitment (defined below), without the prior written consent of Developer, which consent shall not be unreasonably withheld; (v) to deliver to Developer copies of all notices relating to the physical condition of the Site that are received by City after the Effective Date from any governmental agency; (vi) to notify Developer promptly upon receiving actual notice of any spilling, leaking, disposing, discharging, or migration of hazardous or toxic materials on the Site in violation of applicable law occurring after the Effective Date; and (vii) not to enter into any leases, occupancy agreements, or service or other contracts affecting the Site that would remain in effect after the Closing without in each case obtaining Developer’s prior written consent thereto, which consent shall not be unreasonably withheld.
Pre Closing Matters. Covenants of the Sellers Prior to the Closing 16 Section 7.02 Covenant of Buyer Prior to the Closing 17
Pre Closing Matters. Section 7.01 Covenants of Seller Prior to the Closing. From the date of this Agreement to the Closing Date, Seller shall cause the Subsidiaries to conduct their businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not permit the Subsidiaries to enter into any contracts or other written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to Buyer prior to the date of this Agreement, without the prior consent of Buyer (such consent not to be unreasonably withheld). In addition, Seller shall not permit the Subsidiaries to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Article VIII not being satisfied. Furthermore, Seller hereby agrees and covenants that it:
(a) shall cooperate with Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Material Agreements;
(b) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transaction contemplated by this Agreement and to cooperate with Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transaction contemplated under this Agreement;
(c) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby;
(d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate any Material Agreement prior to the Closing Date without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed;
(e) shall not exercise or permit any exercise of any rights or options contained in any of the Material Agreements, without the prior written consent of Buyer, not to be unreasonably withheld or delayed;
(f) shall observe and perform in a timely manner, all of its cove...
Pre Closing Matters. Covenants of the Seller Companies Prior to the Closing Date 17 Section 5.2 Covenant of the Buyer Companies Prior to the Closing Date 19
Pre Closing Matters. (a) At least three (3) Business Days prior to the Closing Date, CCE shall deliver to ETP its good faith estimate of the amount of the SUG Expansion Project Expenses (the “Estimated SUG Expansion Project Expenses”), together with reasonably detailed support for such estimate.
(b) CCE shall deliver to ETP its calculations of the Closing Adjustment Amount (as defined in Section 2.3(c)) within three (3) Business Days prior to the Closing Date and shall provide, upon reasonable advance notice, ETP and ETP’s accountants prompt and full reasonable access during normal business hours to the personnel, accountants and books and records of CCE, to the extent reasonably related to the preparation of the Closing Adjustment Amount (and the elements of such calculation). ETP and CCE shall in good faith attempt to resolve any objections of ETP to such calculation of the Closing Adjustment Amount; if ETP and CCE are in disagreement with respect to the calculation of the Closing Adjustment Amount as of the Closing Date, the Closing Adjustment Amount delivered by CCE to ETP pursuant to this Section 2.3, as adjusted to reflect any changes to the Closing Adjustment Amount agreed to by the parties, prior to the Closing Date shall be utilized for purposes of determining the Cash Redemption Amount payable at the Closing.
