Prior to Closing Date. On July 29, 2004 in connection with the formation of the Company under the Act, Shipping Master made an initial Capital Contribution to the Company in the amount of $1,000 for all of the Membership Interests in the Company. On November 3, 2004, Shipping Master contributed to the Company its interests in Transport, Chemical Transport and Vessel Management (each term as defined in the Closing Contribution Agreement).
Prior to Closing Date. The Vendor covenants and agrees with the Purchaser that from and after the date of execution of this Agreement to the Closing Date:
(a) as soon as the Vendor has determined that a state of facts exist which results or will result is:
(i) a representation or warranty contained in subsection 3.1 being untrue or incorrect in any material respect;
(ii) any change in any of the Business, the Joint Venture o the Asset or financial condition or position of the Business or the Joint Venture, including changes arising as a result of any legislative or regulatory change, revocation of any change in any indebtedness of the Business or the Joint Venture, other than changes in the usual and ordinary course of the operation of the Business of the Joint Venture, which taken as a whole, materially and adversely affects the Asset o the organization, operations, affairs, business, properties, prospects or financial conditions or position of the Business or the Joint Venture, to notify the Purchaser of such state of facts;
(b) except with the prior written consent of the Purchaser and except in the conduct of its business in the ordinary course, to use the Vendor’s best efforts not to do or fail to do anything that would result in any of the representations and warranties set forth in subsection 3.1 not being true and correct in all material respects at the time of Closing;
(c) at the Vendor’s expense, to obtain any release, waiver, consent or approval that the Purchaser, acting reasonably, may advise is required in order that none of the execution and delivery of this Agreement, the completion of the transactions contemplated hereby, or the observance and performance of the obligations of the Vendor will:
(i) constitute or result in a material breach of or an event which, with the giving of notice or lapse of time or otherwise, would constitute or result is a material breach of or material default under; or, give to any other person, after the giving of notice or otherwise, any right of termination, cancellation or acceleration in or with inspect to; any Permit, license or other instrument or commitment to which the Joint Venture is a party or is subject, or by which it is bound or from which it derives benefit or which is required or desirable for the conduct in the usual and ordinary course of the operation of the Business;
(d) to use its best efforts to obtain all necessary releases, waivers, consents and approvals, including all necessary approvals from all relevant Gov...
Prior to Closing Date. Since (i) December 31, 2000 and (ii) the delivery of the pro forma financial statements described in Section 6.4(A) up to the Closing Date, in either case, there has occurred no change in the business, condition (financial or otherwise), operations, properties or prospects of the Borrower or any of its Subsidiaries or the Borrower and its Subsidiaries taken as a whole or the Target Companies and their respective Subsidiaries taken as a whole or any other event which has had or could reasonably be expected to have a Material Adverse Effect; provided, however, that this representation and warranty shall not include any Target Company or its respective Subsidiaries to the extent that the Borrower has elected not to consummate the acquisition thereof.
Prior to Closing Date. Since December 31, 2002 and up to the Closing Date, there has occurred no change in the business, condition (financial or otherwise), operations, properties or prospects of the Borrower or any of its Subsidiaries or the Borrower and its Subsidiaries taken as a whole or any other event which has had or could reasonably be expected to have a Material Adverse Effect.
Prior to Closing Date. Immediately prior to the Closing Date, ninety-nine percent (99%) of the Membership Interests in the Company were held by Holdings and one percent (1%) of the Membership Interests in the Company were held by Rudey Timber.
Prior to Closing Date. On January 25, 2002 in connection with the formation of the Company under the Act, the MLP made an initial Capital Contribution to the Company in the amount of $1,000 for all of the Membership Interests in the Company. Upon completion of such contribution, 100% of the Membership Interests in the Company were held by the MLP.
Prior to Closing Date. Buyer may notify Sellers in writing that Buyer has determined, in its sole discretion, that if any Designated Client Contract (a “Prohibited Client Contract”) or Prohibited Subcontract were assumed by Buyer or its Affiliates, performance by Buyer or its Affiliates thereof would be inconsistent with or in violation of Buyer’s Independence
Prior to Closing Date. Seller and Purchaser acknowledge and agree that, by execution of this Agreement, Seller and Purchaser have materially altered their respective legal positions; that Seller and Purchaser will incur material expense during the period prior to the Closing Date; and that the covenants and agreements of Seller and Purchaser in this Agreement are supported by sufficient consideration at all times during the term of this Agreement.
Prior to Closing Date. By iNet or Purchaser if the other party shall have (i) misstated any representation or been in breach of any warranty contained herein, or (ii) breached any covenant, undertaking or restriction contained herein, and such misstatement or breach has not been cured by the earlier of (a) ten (10) days after the giving of notice of such party of such misstatement or breach or (b) the Closing Date; 10.1.4 Failure to Satisfy Condition of Closing. By Purchaser if Purchaser does not approve of the contracts as specified in Section 6.16 of this Agreement or Purchaser's not satisfied with the results of its due diligence review of the documents as provided in Section 6.18 of this Agreement. By iNet if it is not satisfied with the results of its due diligence review of the documents as provided in Section 7.6 of this Agreement.
Prior to Closing Date. By Seller or Buyer if the other shall have (a) misstated any representation or been in breach of any warranty contained herein or (b) been in breach of any covenant, undertaking or restriction contained herein and such misstatement of breach has not been cured by the earlier of (i) thirty (30) days after the giving of notice to such party of such misstatement or breach of (ii) the Closing Date, and in any event such other party shall not be in breach of such other party's obligations hereunder;
