Promises of each Warrantor prior to the Closing and the payment of the remaining consideration Sample Clauses

Open Split View

Download

Share

Cite

Promises of each Warrantor prior to the Closing and the payment of the remaining consideration. 4.1 Promises of each Warrantor prior to the Closing

Sample 1

Save

Copy

Related to Promises of each Warrantor prior to the Closing and the payment of the remaining consideration

• Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

• Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

• Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

• ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

• Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

• Seller’s Obligations at the Closing At the Closing, Seller shall deliver to Purchaser the following:

• Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

• CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING The obligations of the Purchaser to consummate the transactions under Section 2 are subject to the fulfillment, to the satisfaction of the Purchaser on or prior to the Closing, or waiver by the Purchaser, of the following conditions:

• Covenants of Seller Prior to Closing Between the date of this Agreement and the Closing:

• After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.