Preclosing Transactions Sample Clauses

Preclosing Transactions. All transactions required to be completed pursuant to Section 6.7 hereof shall have been completed.
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Preclosing Transactions. Seller shall, on or prior to the Closing Date, transfer or cause to be transferred to the Company or a Company Subsidiary, as appropriate, all contracts and other assets currently held by Seller or any of the Subsidiaries other than the Company or the Company Subsidiaries that relate solely or primarily to the business of the Company or the Company Subsidiaries, and shall, at its sole cost and expense, cause the Company or the applicable Company Subsidiary to transfer to Seller or one of the Subsidiaries (other than the Company or the Company Subsidiaries), all contracts or other assets currently held by the Company or any Company Subsidiary that do not relate solely or primarily to such business; provided, however, that in no event shall Seller cause the transfer of any Contract or other asset that is necessary for the operation of the businesses of the Company and the Company Subsidiaries on and after the Closing Date as such businesses are conducted on the date hereof. Seller and its Affiliates shall transfer all of its rights to the Intellectual Property Assets to the Company or a Company Subsidiary, as appropriate, through duly executed assignment agreements and, in the case of the Intellectual Property that is registered with federal or state offices or agencies, through executed and notarized assignment documents that meet the filing requirements of the applicable offices or agencies. Seller shall file each such assignment document with the applicable federal or state office or agency and provide to Purchaser copies of each such assignment document, together with evidence of the required filing. In addition, at Seller's sole cost and expense, including without limitation obtaining any Third Party Consents, Seller shall complete the preclosing transactions between it and the Company described in Schedule 6.7 under the Disclosure Letter. Prior to the Closing (i) the Company will transfer all of the Excluded Assets to Seller, one or more Subsidiaries (other than a Company Subsidiary) or third parties and (ii) the Company will transfer all of the Excluded Liabilities to Seller, one or more Subsidiaries (other than a Company Subsidiary) or third parties and such transferee will assume all of the Excluded Liabilities. The purchase price for all transfers of Excluded Assets that are made to Seller or any Subsidiary (other than a Company Subsidiary) shall be at book value, shall be paid in cash or, in the case of transfers to Seller, reduction of intercompa...
Sample 1
Preclosing Transactions. Sellers shall cause the Company and its Subsidiary to provide such information to Buyer as may be reasonably necessary to enable Buyer to arrange the pay off and termination at Closing of all the Company’s and its Subsidiary’s existing financing with third parties and shall cooperate with Buyer in the filing of UCC-3 termination statements and other similar instruments to effect the release of liens related thereto.
Sample 1
Preclosing Transactions. Prior to the Closing, the Parent will, in accordance with the procedures outlined on Annex B: (a) Organize EI, in compliance with the Laws of , by causing the organizational documents thereof, in form and substance substantially similar to those attached hereto as Annex C, to be executed and filed in the Office of the Secretary of State of the Bahamas; (b) together with EI, organize Alpha and Beta as limited liability companies in compliance with the Laws of , by causing the organizational documents thereof, in form and substance substantially similar to those attached hereto as Annex D and E, respectively, to be executed and filed in the Office of the Secretary of State of ; (c) grant 49% of the voting control and 99.99% of the economic benefit of Alpha to EI and retain 51% of the voting control and 0.01% of the economic benefit of Alpha; (d) grant 49% of the voting control and 49% of the economic benefit of Beta to EI and retain 51% of the voting control and 51% of the economic benefit of Beta; and (e) transfer the Equity Securities of the Subject Companies that are listed on Annex C hereto to Alpha, Beta and EI in accordance with Appendices I, II and III hereto, as the latter have been modified by agreement of the Parent and the Acquiror on or before a date ten Business Days prior to the Closing.]
Sample 1
Preclosing Transactions. The Preclosing Transactions shall have occurred on the terms contemplated by this Agreement.
Sample 1
Preclosing Transactions. The parties agree that the following actions shall be taken prior to Closing: (a) Seller shall cause D&D Enterprises to transfer title to certain assets of D&D Enterprises to the Corporation. The specific assets, and their collective value, are listed on a Bill xx Sale from D&D Enterprises to the Corporation dated January 2, 1997, a copy of which is to be delivered to Buyer at Closing. (b) The Corporation shall terminate all of its real estate leases with Seller, entities in which Seller is a shareholder, member or partner, Willxxx X. Xxxxxxx xxx/or entities in which Willxxx X. Xxxxxxx xx a shareholder or member, and the Buyer shall enter into new leases with such entities for a period of 120 days on comparable terms and conditions as the existing leases. Attached as Schedule 6.8(b) is a list of such leases. (c) The Corporation shall bring current and cure any defaults relating to all real estate leases that are presently in default. The Corporation or Seller may use the proceeds from the Closing to make such payments, in which case such payments shall deemed to be Liabilities for purposes of this Agreement. (d) Seller shall cause the assets used by the Corporation in the operation of "Consumer Repair" to be conveyed to a newly-formed entity in which Seller is a shareholder. Such conveyance shall be by means of a Bill xx Sale. In addition, Seller shall cause the Corporation to assign to such newly-formed entity certain leases for office equipment used in the operation of "Consumer Repair." The specific leases to be assigned are listed on a Lease Assignment, dated January 2, 1997, a copy of which will be delivered at Closing. (e) The Corporation and Buyer shall review the vehicle leases remaining after the Closing and determine whether any lease assignments are necessary. If so, Seller shall cause all leases for all vehicles used by the Corporation in connection with the Business to be assigned to the Corporation. (f) The Corporation shall assign the insurance policy on Seller to Seller or a person or entity designated by Seller. The parties agree that execution of the assignment forms may occur after Closing and that each party shall take such actions as are necessary to complete the assignment. (g) The Corporation shall convey the assets, and assign the leases, relating to the Centrex telephone system at the Corporation's headquarters, to the newly-formed entity referenced in Section 6(d). (h) The Corporation and Willxxx Xxxxxxx, xx an entity controlled b...
Sample 1
Preclosing Transactions. Prior to the Closing, the Venturers shall cause the transactions described in Article III that are to be effected prior to the Closing to be so effected.
Sample 1
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Preclosing Transactions. Prior to the Closing, the Seller Shareholders shall contribute to the Seller the Internet domain names "Xxxx.xxx" and "Xxx-Xxxx.xxx", any and all assets (tangible or intangible) relating to those domain names and the Websites located at such domain name addresses. The foregoing transactions (the "Preclosing Transactions") shall be consummated pursuant to and in accordance with instruments of conveyance and otherwise on terms and conditions reasonably acceptable to Cendant and its outside counsel. The Seller and the Seller Shareholders shall provide Cendant with copies of the executed documents promptly following the execution thereof. The Seller and the Seller Shareholders shall be responsible for all costs, expenses and Taxes relating to the Preclosing Transactions (the "Preclosing Transaction Expenses").
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Preclosing Transactions 
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Related to Preclosing Transactions

  • 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 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.

  • 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.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • 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.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Recurring Transactions If you intend to use the Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring Transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. If these Recurring Transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If you have told us in advance to make Recurring Transactions from your Card Account, you can stop the payment by calling us at 0-000-000-0000 or writing us at 0000 X. Xxxxxxxxxx Xxxxx, Xxxx# 000, Xxxxx Xxxxxx, XX 00000xx time for us to receive your request at least three (3) business days before the scheduled date of the payment. If you call, we also may require you to put your request in writing and get it to us within fourteen (14) days after you call. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, and we do not do so, we may be liable for your losses or damages. If you have authorized a merchant to make the recurring payment, you should also contact the applicable merchant in order to stop the transaction.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Pre-Closing Actions As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Subscription Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any Contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents.

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