Pre-Closing Notifications Sample Clauses
Pre-Closing Notifications. If, prior to the 25th day after the date of the final prospectus of Pentacon utilized in connection with the IPO, the Company or the Stockholder becomes aware of any fact or circumstance which would materially affect the accuracy of a representation or warranty of Company or Stockholder in this Agreement, the Company and the Stockholder shall promptly give notice of such fact or circumstance to Pentacon. However, subject to the provisions of Section 7.8, such notification shall not relieve either the Company or the Stockholder of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of Pentacon, the truth and accuracy of any and all warranties and representations of the Company, or on behalf of the Company and of Stockholder at the date of this Agreement and on the Closing Date and on the Consummation Date, shall be a precondition to the consummation of this transaction.
Pre-Closing Notifications. At least five (5) Business Days prior to the intended Option Closing Date, Etika shall provide to LTC a schedule setting out in reasonable details the amount of any known Leakage and any reductions in respect of such event to be made to the Put Option Price.
Pre-Closing Notifications. At least five (5) Business Days prior to the intended Option Closing Date, Geely shall provide to LTC a schedule setting out in reasonable details the amount of any known Leakage and any reductions in respect of such event to be made to the Put Option Price.
Pre-Closing Notifications. (a) Within one (1) day following the date of this Agreement, the Company shall deliver to the Purchaser a written statement, duly executed by an authorized signatory of the Company, setting forth the Company’s good faith calculation of the fees and expenses of the external advisors of the Company in connection with the transactions contemplated hereby and by the other Transaction Documents that have been or will be paid by the Company (the “Estimated Selling Expenses”), including reasonable details of such calculation, and invoice issued by or written confirmation from the external advisors confirming the amount of fees and expenses payable to them by the Company. To the extent that the Purchaser has deducted the Estimated Selling Expenses from the Cash Portion of Purchase Price pursuant to Section 2.6(a), the Purchaser shall pay in full the Estimated Selling Expenses to each external advisor pursuant to such written statement and evidence within five (5) Business Days after the Closing or such shorter period as provided by the agreement signed by such external advisor and the Company. Each external advisor set forth in such written statement shall be third party beneficiary to this Section 6.14(a), and shall have the right to enforce the provisions of this Section 6.14(a) directly to the extent such external advisor may deem such enforcement necessary or advisable to protect its rights hereunder.
(b) Within one (1) day following the date of this Agreement, the Company shall deliver to the Purchaser a written statement, duly executed by an authorized signatory of the Company, setting forth with respect to each Selling Shareholder, details of a bank account or bank accounts designated by such Selling Shareholder at a bank or banks outside the PRC (or a bank account or bank accounts designated by such Selling Shareholder at a bank or banks within the PRC capable of receiving international wires in US$) for purposes of receiving the payment of the Cash Portion of Purchase Price for such Selling Shareholder at the Closing (the “Selling Shareholder Bank Account” of such Selling Shareholder). Each Selling Shareholder hereby agrees, acknowledges and confirms that any amount of payment by or on behalf of the Purchaser into the Selling Shareholder Bank Account of such Selling Shareholder shall constitute full performance and discharge of the Purchaser’s obligation, as applicable, to pay such amount to such Selling Shareholder under this Agreement.
Pre-Closing Notifications. Investor acknowledges that the Company and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement. Prior to the Closing, Investor agrees to promptly notify the Company in writing (including, for the avoidance of doubt, by email) if any of the acknowledgments, understandings, agreements, representations and warranties made by Investor as set forth herein are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case Investor shall notify the Company if they are no longer accurate in any respect).
Pre-Closing Notifications. Prior to the date of this Agreement, each Selling Shareholder has delivered to the Purchaser a written statement, duly executed by an authorized signatory of such Selling Shareholder, setting forth with respect to each Selling Shareholder, details of a bank account or bank accounts designated by such Selling Shareholder at a bank or banks capable of receiving international wires in US$ for purposes of receiving the payment of the Purchase Price for such Selling Shareholder at the Closing (each such account, the “Selling Shareholder Bank Account” of such Selling Shareholder). Each Selling Shareholder hereby agrees, acknowledges and confirms that any amount of payment by or on behalf of the Purchaser into the Selling Shareholder Bank Account of such Selling Shareholder shall constitute full performance and discharge of the Purchaser’s obligation, as applicable, to pay such amount to such Selling Shareholder under this Agreement.
Pre-Closing Notifications. On the Estimation Date, the Seller shall notify the Purchaser in writing of the Estimated Working Capital Adjustment Amount, the Estimated Closing Cash Amount and the Estimated Cash Deferred Income Amount, together with adequate details of how such amounts have been calculated.
