Preparation of Closing Sample Clauses

Preparation of Closing. 5.5.1 The Sellers’ Representative shall procure that the Buyer receives the following no later than five (5) Business Days prior to the Closing Date:
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Preparation of Closing. 14 8. Closing of the Transaction ....................................................................................... 15 9.
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Preparation of Closing. 6.1.1 The Seller shall procure that the Buyer receives:
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Preparation of Closing. 6.1.1 The Parties shall make all reasonable preparations in order to expedite the consummation of this Agreement as soon as possible after fulfillment of the conditions pursuant to Section 6.2.1 below.
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Preparation of Closing. Adjusted Net Worth Schedule. As soon as practicable, but in any event within 30 days after the Closing Date, the Seller
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Preparation of Closing. Date Balance Sheet and the Statement. As promptly as practicable and in any event on or before February 16, 1998, SPEED shall cause the Present Accountants to prepare and deliver to KDTI (i) an audited balance sheet for SPEED as at the Closing Date (the "Closing Date Balance Sheet") prepared in accordance with GAAP in the manner used to prepare SPEED's balance sheet as at the Balance Sheet Date and the Audited Financial Statements; provided, however, that for purposes of preparing the Closing Date Balance Sheet only, no Excluded Assets and no Excluded Liabilities shall be included in such balance sheet (and liabilities shall not include any contingent liability for severance or other payments under the employment agreement dated August 22, 1997 with Robexx Xxxx, xx for any liability arising after the Closing Date for the amounts due to a former stockholder under a non-compete agreement dated October 9, 1991, as amended August 16, 1995, or for any liability arising after the Closing Date for the maintenance or repair of Machinery and Equipment included in the Acquired Assets; notwithstanding the foregoing, the parties agree that all accruals required by GAAP with respect to said agreements with Messrs. Heck and Furcx xxx the maintenance or repair obligations shall be reflected in the Closing Date Balance Sheet, and (ii) a statement (the "Statement") setting forth the Book Value. The costs and expenses of the Present Accountants incurred after the Closing in connection with the preparation and delivery of the Closing Date Balance Sheet and the Statement shall be paid by SPEED, except that KDTI shall reimburse SPEED for up to $35,000.00 of the amount charged by the Present Accountants for such work. Not later than 15 business
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Preparation of Closing. Ashland and SC shall meet at least three (3) Business Days prior to the Scheduled Closing Date at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in Munich, Germany, or at such other location as agreed upon between the Parties to prepare the Closing Actions set forth under Section 6.8 above. The Parties may commence with the Closing Actions prior to the Scheduled Closing Date but will take at least one Closing Action not prior to the Scheduled Closing Date.
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Related to Preparation of Closing

  • Location of Closing Each Lender and the Issuing Bank acknowledges and agrees that it has delivered, with the intent to be bound, its executed counterparts of this Agreement to the Administrative Agent, c/o King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Each Loan Party acknowledges and agrees that it has delivered, with the intent to be bound, its executed counterparts of this Agreement and each other Loan Document, together with all other documents, instruments, opinions, certificates and other items required under Section 3.1, to the Administrative Agent, c/o King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. All parties agree that the closing of the transactions contemplated by this Agreement has occurred in New York.

  • Effect of Closing All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall be true and correct as of the Closing and shall survive the Closing of this Agreement.

  • Delivery of Closing Documents Buyer shall have delivered or caused to be delivered to Seller on the Closing each of the Documents required to be delivered pursuant to Section 9.3.

  • EXECUTION OF PURCHASE AND SALE ORDERS In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you, subject to review of this selection by the Board from time to time. You will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Fund and you understand and acknowledge that, although the information may be useful to the Fund and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, you may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the 1940 Act, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning the shares of the Fund, you will act solely as investment counsel for such client and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

  • Frustration of Closing Conditions None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.

  • 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:

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