Pre-Closing Obligations. The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.
Pre-Closing Obligations. The parties covenant and agree as follows with respect to the period prior to the Closing Date:
Pre-Closing Obligations. Asset Seller shall promptly pay, perform and discharge in full and in accordance with their respective terms, all liabilities and obligations relating to the Acquired Assets and/or the Business which accrue prior to the Closing (regardless of when they actually arise), and all other Excluded Liabilities, and Asset Buyer shall have no responsibility therefor.
Pre-Closing Obligations. (a) From the date of this Agreement until the Closing Date, except as otherwise expressly contemplated by this Agreement, required by Applicable Law, Permit, Contract in existence as of the date of this Agreement, or any Governmental Authority, as set forth in Section 5.01 of the Seller Disclosure Schedule or with the written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause the Company Group to, use Commercially Reasonable Efforts to conduct the Business in the ordinary course of business in all material respects, including use Commercially Reasonable Efforts to (w) keep available the services of all Company Employees, (x) maintain and operate its assets and properties in a good and workmanlike manner (and consistent with good industry practice and past practices), (y) maintain all Company Intellectual Property Rights to be in full force and effect, and (z) keep all Material Contracts in full force and effect (and, where such Contracts are due to expire prior to Closing, use Commercially Reasonable Efforts to secure a renewal or extension of such Contracts on terms substantially similar to their existing terms) and comply with all of the material terms, covenants and obligations contained in all Material Contracts. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as otherwise contemplated by this Agreement, required by Applicable Law, Permit, Contract in existence as of the date of this Agreement, or any Governmental Authority, as set forth in Section 5.01 of the Seller Disclosure Schedule or with the written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall not permit any Company Group member to (and, with respect to clause (vii) below, Seller shall not and shall not permit any of its Subsidiaries to):
(i) amend (whether by merger, consolidation or otherwise) in any material respect, the Organizational Documents of any Company Group member;
(ii) (A) split, combine or reclassify the Interests or (B) declare, set aside or pay any dividend or other distribution, other than (x) cash dividends or other cash distributions by any Company Group member to Seller, its Subsidiaries or any other Company Group member, or (y) as may facilitate the settlement or elimination of intercompany accounts between a Company Group member, on the one hand, and Seller, another Company Group member and...
Pre-Closing Obligations. 4.1 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Seller shall deliver or procure the delivery of the following to the Purchaser:
(a) a written request in the prescribed form for removal of the Sale Shares registered in the name of the Security Agent (or its nominee) from the Register of Members to the Cayman Islands Register of Members;
(b) a certified extract of the written resolutions of the directors of the Seller approving and authorising the execution, delivery and performance of this Agreement (including the sale of the Sale Shares to the Purchaser as of and with effect from the Closing Date) and each of the other Transaction Documents to which it is a party;
(c) a certified extract of the written resolutions of the directors of OTH approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party;
(d) a certified copy of each power of attorney (if any) under which any document to be delivered to the Purchaser has been executed; and
(e) an original incumbency certificate from the registered agent of the Seller in the British Virgin Islands (or its equivalent in Malta) dated prior to the date of this Agreement.
4.2 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Purchaser shall deliver to the Seller:
(a) deliver to the Seller a certified extract of the resolutions of the directors of the Purchaser approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party; and
(b) deliver to the Seller a certified copy of each power of attorney (if any) under which any document to be delivered to the Seller has been executed.
Pre-Closing Obligations. As to the period of time from the execution hereof until Closing, Seller and Buyer covenant and agree as follows:
Pre-Closing Obligations. (a) It is understood that all filings with the SEC are displayed on XXXXX and that those filing reveal all material information pertaining to JK Acquisition and that there have been no material changes in JK Acquisition and no changes in issued stock since the most recent filings, including, without limitation, JK Acquisition’s Current Report on Form 8-K filed near the end of December 2009 reporting on the conversion by Sellers of two convertible promissory notes made payable by JK Acquisition to them. In addition, after signing this Agreement and prior to the Closing Date, in doing due diligence by the Purchaser, if material information is revealed that the Purchaser had not been previously made aware of that changes the structure and intent of this Agreement and the transaction, that the Sellers cannot correct, the Purchaser may cancel this Agreement. The Purchaser will notify the Sellers of the subject of concern and its intention to cancel this Agreement, in writing in accordance with Section 6.09 hereof.
(b) Immediately, upon the execution of this Agreement, Sellers will forward by overnight delivery, or by email, for review by the Purchaser, a due diligence package which will include copies of original documents of JK Acquisition which the Purchaser might request, including, but not limited to, articles, bylaws, minutes, contracts or agreements, if any, financial statements and shareholder list and any other documents that are available and requested by the Purchaser.
(c) Purchaser will provide Sellers information as requested by the Sellers concerning the Purchaser, including information on its officers and directors. Sellers may cancel this Agreement at any time prior to Closing contingent upon the return of any and all due diligence documentation provided by Sellers.
(d) It is further agreed that if the full amounts of the Purchase Prices for the Shares are not paid in full on or before January 15, 2010, unless an extension of time is agreed to in writing by both parties, the Sellers, may, at their discretion, cancel this Agreement.
Pre-Closing Obligations. From and after the date hereof and until the Closing, except as otherwise provided elsewhere herein or as Traffix may otherwise consent, Seller shall:
(1) conduct the Seller’s Business in ordinary course;
(2) preserve the Seller’s Business and the Acquired Assets and maintain its relationship with customers and other Persons with which it has material business dealings;
(3) not (i) sell, lease, transfer or dispose of any Acquired Asset, other than sales of merchandise from inventory in the ordinary course of business, or (ii) terminate any Contract, except upon expiration of the term thereof as provided therein;
(4) maintain all Licenses and Trade Rights;
(5) maintain all insurance listed on Schedule 5.13 in full force and effect;
(6) except as required under a Contract, not increase the compensation or other employment benefits payable to or for the benefit of any employee;
(7) not amend ST’s Certificate of Incorporation, TG’s Certificate of Formation or Articles of Organization, or the By-laws of either ST or TG or permit the amendment of any similar document of any of Seller’s Affiliates;
(8) not merge or consolidate with any other Person or effect any capital reorganization;
(9) not acquire the business or assets, substantially as a whole, of any other Person, or make any capital expenditure in excess of $5,000.00;
(10) not solicit or respond to any inquiry or proposal relating to any sale of the Seller’s Business or the Acquired Assets from any Person other than Traffix and/or Purchaser;
(11) furnish such information with respect to the Seller’s Business and the Acquired Assets as Traffix and/or Purchaser may from time to time reasonably request and shall permit Traffix and/or Purchaser and their authorized representatives access during regular business hours and upon reasonable notice to conduct a physical inventory of the Acquired Assets, to examine the books and records of Seller and its Affiliates relating to the Seller’s Business and to make inquiries of responsible Persons designated by Seller with respect thereto;
(12) not make any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby, without the prior written consent of Traffix; and
(13) conduct, or cause to be conducted by a nationally-recognized service company, as of a date or dates as late as reasonably practicable prior to the Closing Date, a search or survey of Liens, including without limitation security interests and other no...
Pre-Closing Obligations. (A) Seller agrees that (i) Seller will and will cause Flintco, LLC to maintain in effect all insurance which is in effect as of the Effective Date with respect to the Property, and continuing for a period of six (6) months following the Closing Date, and (ii) Seller will and will cause Flintco, LLC to have Buyer added as an additional insured on such polices as may be more specifically described on Schedule 3 attached hereto.
(B) As to all matters in this Section (B), until the earlier of the Closing or the termination of this Agreement, Seller shall develop, build, manage, operate and maintain the Property in accordance with Seller’s customary business practices. Seller shall not enter into any new leases (“New Leases”) or service contracts without Buyer’s prior written consent, in Buyer’s sole and absolute discretion as to any New Leases, and in Buyer’s reasonable discretion as to any service contracts. Despite the foregoing, (i) the negotiation, execution and delivery of the Affiliate Tenant Office Lease described in Section 18 of this Agreement, which will be a New Lease, shall be governed by such Section 18, and (ii) any new service contract must be terminable, without any fee, penalty, premium or other cost, by Seller on thirty (30) days prior written notice and shall be terminated by Seller at Closing.
(C) Until the earlier of the Closing or the termination of this Agreement, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, except that Seller may (1) replace depreciated or damaged personal property with personal property of similar quality and quantity in the ordinary course of business and (2) deal with Leases in accordance with Seller’s customary business practices.
(D) Until the earlier of the Closing or the termination of this Agreement, Seller shall promptly provide notice to Buyer of any litigation, arbitration, proceeding or administrative hearing (including condemnation) before any governmental authority or court for which Seller receives written notice and which adversely affects the Seller’s ability to consummate the Transaction or the development, construction, ownership or operation of the Property.
(E) Until the earlier of the Closing or the termination of this Agreement, Seller shall, within three (3) days of Seller’s receipt of written notice of same (including, without limitation, by electronic means, such as email), provide notice to Buy...
Pre-Closing Obligations. Restaurant Asset Seller shall promptly pay, perform and discharge in full and in accordance with their respective terms, all liabilities and obligations relating to the Acquired Assets and/or the Business which accrue prior to the Closing (regardless of when they actually arise), and all other Excluded Liabilities, and Restaurant Asset Buyer shall have no responsibility therefor.
