Pre-Closing Transfer. At least five (5) business days prior to the Closing (or immediately thereafter upon learning of the existence of any such files or documents that have not been transferred to Buyer subsequent to the transfer contemplated under this Section 10.4), Seller shall, and shall cause its patent counsel to deliver to Buyer (or to Buyer's counsel as may be directed by Buyer) copies of all patents and patent applications, and PTO correspondence in Seller's or Seller's counsel's possession related to the Patents and any other documents (electronic or otherwise) in Seller's custody or control relating to the Patents. Seller represents to Buyer that as of the date five business days prior to the Closing Date, Seller has conducted a thorough and diligent search through its counsel for all such documents, and that as of the Closing, no other such documents remain in the custody or control of Seller. Seller further agrees that upon the Effective Date all rights and privileges (including with respect to any attorney client privileges, attorney work product or any other professional privileges or rights) held by Seller or any third party, that arise from or relate to the Patents, Inventions or any other intellectual property transferred under this Agreement, shall be transferred from Seller to Buyer.
Pre-Closing Transfer. Notwithstanding anything herein to the contrary, prior to the Effective Time Comcast Stockholder may merge with and into a Delaware limited liability company ("COMCAST STOCKHOLDER II") that has the same ownership and in all material respects the same governance arrangements as Comcast Stockholder; provided that at the time of such merger, (i) Comcast Stockholder II shall enter into this Agreement and be substituted for Comcast Stockholder (including for purposes of Sections 4.03(a), 4.03(b) and 4.06) and (ii) the representations and warranties set forth in Articles 2 and 3 shall be true after giving effect to such merger.
Pre-Closing Transfer. Is a buy-protect-sell transaction type wherein the lead eligible entity must transfer ownership of the Parcel to the qualified farmer or rancher at or prior to closing on the agricultural land easement.
Pre-Closing Transfer. Prior to the Closing Date, Seller shall use its reasonable best efforts to cause CBLIC to transfer to PLICMI, for a purchase price of six million one hundred thousand dollars ($6,100,000), fee title (the “Pre-Closing Transfer”) to the property located at 0000 Xxxxxxx Xxxxx, Durham, North Carolina (the “Durham Property”), which Durham Property is used by the Acquired Companies as its headquarters. In connection with such Pre-Closing Transfer and prior to the Closing Date, Seller shall cause CBLIC and PLICMI to (a) make all filings with Governmental Authorities and obtain all approvals of Governmental Authorities required therefor, (b) execute and deliver all documentation required in connection therewith, including, without limitation, a deed, a xxxx of sale, an assignment of leases and contracts, a certificate of non-foreign status in a form and substance that complies with Treasury Regulation Section 1.1445-2(b)(2), and such other documents and agreements as are customarily executed and delivered in connection with a transfer of real property in North Carolina (collectively, the “Transfer Documents”), (c) deliver copies of all Transfer Documents to Buyer promptly upon, but in no event more than five (5) days following, completion of the Pre-Closing Transfer and (d) in connection with the Pre-Closing Transfer, obtain, and deliver to Buyer, an owner’s policy of title insurance (the “Title Policy”) with respect to PLICMI’s interest in the Durham Property, issued by a nationally recognized title insurance company as of the date of recording of the deed to the Durham Property in favor of PLICMI. Seller shall be responsible for the payment of all amounts due (including Taxes) in connection with the Pre-Closing Transfer, including costs associated with the preparation of all Transfer Documents, any transfer or recording taxes or fees due and payable in connection therewith, and any insurance premiums due in connection with the issuance of the Title Policy.
Pre-Closing Transfer. At or prior to the Closing, Seller shall assign, convey, distribute or otherwise transfer to one or more Seller Subsidiaries or other newly formed entities formed by Purchaser at its sole expense, as designated by Purchaser in its sole discretion, all rights, title and interest of Seller in the assets and liabilities of Seller set forth on Section 5.11 of the Seller Disclosure Schedule (which shall exclude all Indebtedness of Seller and any tax asset or other Liability of Seller). No such transfer to such a newly formed entity shall be deemed a violation of any representation, warranty or covenant of Parent or Seller. It is expressly acknowledged that with respect to the employees listed on Section 5.11 of the Seller Disclosure Schedule the only obligation of Seller to transfer such employees is to cause a Seller Subsidiary to make an offer of employment to such employee on the same terms and conditions as exist as of the date hereof and if the offer is accepted, the liability for the severance obligations for such employee shall be the exclusive obligation of the applicable Seller Subsidiary and not Seller. Employees listed on Section 5.11 of the Seller Disclosure Schedule who do not accept such offer of employment will not be subject to the provisions of Section 5.08(a)(iii) and any severance obligations with respect to such employees will remain the exclusive obligation of Seller and not Purchaser or any Seller Subsidiary.
Pre-Closing Transfer. It is the intent that HTI (HTI) under its contemplated reorganization plan will have the shares received in this agreement issued to a new wholly owned subsidiary to be incorporated prior to closing. It is agreed by the Acquirer that if directed prior to closing either the 113,207 shares and or the Promissory Note may at any time prior to closing be assigned to and issued to this subsidiary
Pre-Closing Transfer. The transaction of purchase and sale contemplated by this Agreement excludes (in addition to the KMC Business, which is the subject matter of Section 6.2), and prior to the Closing Date, Seller may cause (or shall cause, in respect of the KMC Business) each Acquired Entity to transfer to Seller or any of its Affiliates, the following assets (the “Excluded Assets”):
(i) subject to Section 9.8, all insurance policies and rights under any insurance policies in respect to any and all claims made in respect of (i) the KMC Business, or (ii) which Seller has repaired the damage, as contemplated in Section 9.8(i) under such policies whether such claims are asserted before or after the Closing Date.
(ii) the proprietary information described in the last sentence of Section 9.1(a)(iii); and
(iii) the Seller Retained Marks. Notwithstanding anything to the contrary provided elsewhere in this Agreement, Seller’s representations and warranties in Article 4 shall not apply to the Excluded Assets.
Pre-Closing Transfer. Notwithstanding anything to the contrary herein, at least two (2) days prior to the Closing, Carlisle Interconnect Technologies, Inc. shall (and shall cause its Subsidiaries to), pursuant to the steps set forth on Section 8.13 of the Parent Disclosure Schedule, transfer, directly or indirectly, the approximately 4% equity interest currently indirectly held in Carlisle Interconnect Technologies Holdings Limited, such that no Transferred Entity directly or indirectly holds any equity interests in Carlisle Interconnect Technologies Holdings Limited on the Closing Date.
Pre-Closing Transfer. Prior to the Closing, each of Seller and Buyer shall use its commercially reasonable efforts to cause Dekania CM to assign and transfer to CCFL all of its rights and obligations under the Contracts listed on Schedule 5.6 (the “Pre-Closing Contracts”). Each of Seller and Buyer shall use its commercially reasonable efforts (including the dedication of resources thereto, but without any obligation to expend money, commence litigation or offer or grant any financial or other accommodation to any third party) to obtain the Consent of, or provide the required notice to, such third parties to or of the assignment to CCFL of the Pre-Closing Contracts and to enter into novation agreements or to otherwise have Dekania CM released from all obligations under the Pre-Closing Contracts. If, as of the Closing, the rights and obligations of Dekania CM under any Pre-Closing Contract have not been assigned and transferred to CCFL and Dekania CM has not been released of all obligations under such Pre-Closing Contract, the Parties will cause CCFL and Dekania CM to enter into a sub-advisory agreement, in the form and substance as previously agreed by the Parties, for each such Pre-Closing Contract at the Closing.
Pre-Closing Transfer. (a) The Pre-Closing Transfer did not and will not (i) increase or materially alter the tax cost or other cost or obligations of NII, NINC or Newco, (ii) reduce or materially alter to NII’s, NINC’s or Newco’s detriment the obligations or liability of any of the Partners to NII, NINC or Newco arising from the Acquisition, (iii) result in the termination of any Material Contract, whether such termination would occur by agreement or operation of law, and whether such termination would occur only after notice and/or the passage of time, (iv) result in an event of default in any Material Contract, whether such default would occur immediately or only after notice and/or the passage of time, or (v) in any way, in the reasonable judgment of NII, NINC or Newco, materially decrease or materially alter to NII’s, NINC’s or Newco’s detriment, the expected benefits, results or costs of the Acquisition.
(b) The Pre-Closing Transfer did not and will not result in a dissolution of the Partnership and immediately following the Pre-Closing Transfer the General Partner will be the general partner of the Partnership and the New Partnership will be a limited partner of the Partnership with respect to the limited partner interests assigned to it in the Pre-Closing Transfer.
