Pre-Closing Transaction Sample Clauses

Pre-Closing Transaction. Prior to the Closing, HoldCo and NBCH shall enter into an agreement in the form attached as Exhibit M (the “NBCH Assignment and Assumption Agreement”), pursuant to which HoldCo shall distribute prior to the Closing as a dividend, in one or more distributions, all of its assets, other than its interest in NBCUniversal Common Units and the rights referred to in Section 1.01(f)(i), to NBCH, and NBCH shall assume all of the Liabilities of HoldCo, other than Liabilities of NBCUniversal for which HoldCo is liable in its capacity as an equity holder of NBCUniversal and any Third Party Financing Liabilities. The transaction described in the preceding sentence shall, for all purposes of this Agreement, be included in the definition of Transactions.
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Pre-Closing Transaction. Within thirty (30) days following the date hereof, the Company shall prepare a good faith estimate of the amount of “nonbusiness assets” (within the meaning of Section 382(l)(4) of the Code) expected to be held by the Company and its Subsidiaries at the Effective Time and shall provide such estimate to the Buyer. For purposes of this estimate, the Company and its Subsidiaries shall characterize assets as business assets or nonbusiness assets, as applicable, without taking into account the Buyer’s plans or intentions with respect to such assets following the Effective Time. If, based on such estimate, the Company and its Subsidiaries are expected to have “substantial nonbusiness assets” (within the meaning of Section 382(1)(4) of the Code) at the Effective Time, the Company and the Buyer shall cooperate with each other to identify any actions or transactions that would cause the Company and its Subsidiaries not to hold “substantial nonbusiness assets” (within the meaning of Section 382(l)(4) of the Code) at the Effective Time. The Company shall, and shall cause its Subsidiaries to, take any action reasonably agreed to by the Company and the Buyer in writing, including the repayment of debt of the Company or any of its Subsidiaries using cash or cash equivalents of the Company or any of its Subsidiaries, that would have the effect of reducing the “nonbusiness assets” (within the meaning of Section 382(l)(4) of the Code) of the Company and its Subsidiaries; provided, however, that in the event this Agreement is terminated pursuant to Section 8.1 (other than pursuant to Section 8.1(e) or Section 8.1(f)), all costs, fees, expenses, losses, damages, liabilities, obligations, demands, claims, suits, actions, proceedings or assessments incurred by the Company or any of its Subsidiaries primarily by reason of any action or transaction taken by the Company or any of its Subsidiaries pursuant to the fourth sentence hereof, which action or transaction was taken at the prior written request or with the written consent of the Buyer (a “Reimbursable Loss”), shall be reimbursed in full to the Company by the Buyer within two (2) Business Days of such termination (it being understood that the amount of any debt repaid shall in no event be considered a Reimbursable Loss). Anything in this Agreement to the contrary notwithstanding, any action or transaction taken by the Company or any of its Subsidiaries pursuant to this Section 6.12 at the written request or with the written...
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Pre-Closing Transaction. The Parties acknowledge and agree that, conditional upon the completion of the transaction of purchase and sale contemplated by this Agreement and prior to Closing, the Company will sell to Changepoint Inc. a number of redeemable preference quota(s) in Changepoint International SRL for such cash consideration, each as as determined by the Company prior to Closing, and that the board of directors of Changepoint Holdings Corporation will pass a resolution authorizing its winding up and liquidation, to occur forthwith, and transferring to the Company, its sole shareholder, all of its assets (which at that time will consist solely of its interest in Changepoint International SRL and to take such other steps that are required or necessary to terminate its corporate existence (collectively, the "PRE-CLOSING TRANSACTION"); provided, however, that any costs in relation to or associated with the Pre-Closing Transaction and any Taxes that are incurred as a result of the proposed sale of one common quota of interest in Changepoint International SRL shall be borne by the Purchaser and shall not be included in the determination of the Acquisition Expenses; and provided further that any capital expenditures incurred in connection with the Pre-Closing Transaction and the consummation of the transactions necessary or otherwise concluded in connection with the Pre-Closing Transaction shall not constitute or result in, directly or indirectly, a breach of the representation and warranty of the Company provided for in SECTION 4.06 or any representation or warranty of the Company or of any of the Sellers with respect to Taxes, the Tax Returns of the Company or any Company Subsidiary or the Parent Securities.
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Pre-Closing Transaction. At the Purchaser's option, the Vendor agrees to sell, assign, convey and transfer to the Purchaser or any of its Affiliates or any Person designated by the Purchaser, at any time prior to Closing, any or all of the Immoveables which Immoveables will be leased back to the Vendor until Closing, all pursuant to terms and conditions to be agreed between the Vendor and the Purchaser.
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Pre-Closing Transaction. Prior to the Closing, the Company shall dividend to Seller all of the issued and outstanding capital stock owned by the Company in Acquisition (the "Acquisition Dividend"). The Acquisition Dividend shall be undertaken pursuant to the joint consent resolutions of the Company as sole shareholder of Acquisition and by the Board of Directors of the Company, which resolutions shall be in the form of Exhibit E attached hereto. Immediately following the Acquisition Dividend, Acquisition shall be the wholly-owned subsidiary of Seller, and the Company shall have no further ownership interest in Acquisition thereafter. Notwithstanding the foregoing, Buyer shall pay to Sanwa, Sanwa's fee in connection with the Acquisition Dividend and the repayment of Acquisition Note described in section 1.01 above. In addition, prior to closing certain tax investments, the Apollo Receivable, Mesatel UPS Receivable, and the DSS 1000 switch shall be dividended to Seller.
Sample 1

Related to Pre-Closing Transaction

  • 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.

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • 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.

  • Pre-Closing Restructuring (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

  • 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.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • IPO Closing The closing of the IPO shall occur substantially concurrently with the Closing.

  • First Closing The First Closing shall have occurred.

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