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:
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. 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. 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. 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. Prior to or concurrently with the Closing Date, Holdings shall, on behalf of the Borrowers, furnish to the Agent originals or copies for delivery to each Lender of, or, if applicable, pay to the Agent, the following:
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 or breach has not been cured by the earlier of (i)
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 FTI and Fox or Indiginet if the other party shall have (i) misstated any representation or been in breach of any warranty contained herein, (ii) been in breach of any covenant, undertaking or restriction contained herein and such misstatement or breach is not been cured by the earlier of (a) thirty (30) days after the giving of notice of such party of such misstatement or breach or (b) the Closing Date, or (iii) failed to consummate the transactions contemplated herein;
