Seller’s Pre-Closing Obligations. Seller hereby covenants and agrees as follows:
Seller’s Pre-Closing Obligations. On or prior to the Closing Date: Seller shall: (i) position the Aircraft to the Delivery Location; (ii) register as a Transacting User Entity and designate the Escrow Agent as its Professional User Entity on the International Registry, and (iii) pre-position or cause to be pre-positioned with the Escrow Agent: (1) an undated, but otherwise fully executed Warranty Bill of Sale conveying title from Seller to Purchaser; (2) an undated, but otherwise executed Assignment of Warranties; (3) an undated, but otherwise fully executed FAA Bill of Sale conveying title from Seller to Purchaser; (4) any necessary Lien release documents, (5) Seller’s half of Escrow Fees, and (6) any other documents necessary to transfer title from Seller to Purchaser or accomplish the intent of this Agreement. THE PRE-POSITIONING OF ANY DOCUMENT OR THE BALANCE OF THE PURCHASE PRICE WITH THE ESCROW AGENT IS FOR THE CONVENIENCE OF THE PARTIES ONLY SO THAT THEY MAY BE RELEASED AT THE ORAL OR WRITTEN DIRECTION OF THE DEPOSITING PARTIES FOLLOWING SATISFACTION OF ANY CONDITIONS CONTAINED HEREIN AND SHALL NOT BE CONSTRUED AS OR IMPLY ACCEPTANCE OF THE AIRCRAFT OR CONVEYANCE OF TITLE THERETO, WHICH MAY ONLY OCCUR AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.
Seller’s Pre-Closing Obligations. Each Seller (as applicable), on its own behalf and solely with respect to that component of the Property owned by it and not on behalf of any other Seller or with respect to any component of the Property not owned by it, hereby covenants and agrees as follows:
Seller’s Pre-Closing Obligations. 6.1 Before the Closing, the Seller as original shareholder of the Target Company, shall continue the ordinary course of business of the Target Company and, and shall not engage in any transactions other than the ordinary course of business of the Target Company without Purchaser’s consent. Except otherwise expressly stated herein, the following issues must be subject to the Purchaser’s prior consent:
(A) to issue any shares or convertible notes of the Target Company, or to grant or grant by agreement of any equity interest;
(B) to sell major business or assets of the Target Company (including, but not limited to, the Target Common Shares);
(C) to make any distribution as decided by the Target Company of its distributable profits or make any payment of dividends;
(D) to modify the Articles of Association of the Target Company;
(E) to accept by Target Company of shares of other companies or the cooperation with other companies or joint ventures;
(F) to propose or enforce a mortgage loan or pledge on any part of the property, assets or unpaid capital of the Target Company, or issue corporate bonds or debenture shares, or access priority loans through any other normal trading credit other than in the ordinary course of business;
(G) to designate any person to act as director of the Target Company;
(H) to remove directors of the Target Company or modify the terms of remuneration or employment of such directors;
(I) to cause the Target Company to bear a debt or payment liability more than 100,000 Hong Kong dollars; and
(J) to start up the voluntary winding-up process of the Target Company.
Seller’s Pre-Closing Obligations. (a) Subject to the terms and conditions of this Restated Agreement, from and after the full execution of this Restated Agreement, the Seller shall undertake and implement the Active Remediation aspects of the Remediation Plan. Seller shall use commercially reasonable efforts to achieve Completion of Active Remediation (as such term is defined below), subject to events of Force Majeure and other delays beyond Seller’s reasonable control. Seller shall have sole responsibility and control over the preparation, submission, negotiation, amendment and implementation of the Remediation Plan with the CT DEP, and any other governmental, or quasi-governmental, agency that may have jurisdiction over such remediation (collectively, the “Governmental Authorities”). Seller shall provide the City with a copy of any modifications to the Remediation Plan which affect the City Premises, from and after the date hereof, and all DEP related correspondence and documents, and shall keep the City advised, from time to time, of Seller’s progress with the Remediation Plan and any proposed amendments or supplements to the Remediation Plan which affect the City Premises. Seller shall not request, or consent to, any amendment, or supplement, to the Remediation Plan which would materially adversely affect the use of the City Premises for the passive recreational uses identified in Section 20.3 herein. Seller and Purchaser acknowledge and agree that, upon the completion of the Active Remediation aspects of the Remediation Plan, the CT DEP may not provide the parties with a determination that the Active Remediation aspects of the Remediation Plan have been completed; accordingly for purposes of this Restated Agreement the “Completion of Active Remediation”, required under the Remediation Plan with respect to the City Premises, shall be deemed to have occurred on the date that:
(i) the CT DEP issues a letter which would permit the Seller to transfer the City Premises utilizing a Form IV under the Transfer Act (or comparable form to the Form IV existing under the Transfer Act as of the date of this Restated Agreement), or
(ii) Seller’s designated consultant (who shall be a LEP) issues his/her certification, addressed to Seller and the City, to the effect that an investigation has been performed at the City Premises in accordance with prevailing standards and guidelines and that all actions to remediate any pollution caused by any release from the City Premises have been taken in accordance...
Seller’s Pre-Closing Obligations. With respect to the required consents referenced in Section 6.07(a), upon the execution of this Agreement, Sellers will use commercially reasonable diligence to obtain such consents from the Persons from whom consent is required. To the extent commercially reasonable, Sellers shall obtain such consents prior to Closing and shall provide documentation of such consents to Buyer at Closing. Notwithstanding anything to the contrary provided for in this Section 6.07(b) above, if the Closing occurs within five (5) Business Days after the date of this Agreement, Sellers need not perform the covenants provided for in this Section 6.07(b), and Buyer shall be responsible for initiating and completing the consent requests described herein.
Seller’s Pre-Closing Obligations. 7.1 Maintenance of Property Pending Closing. At all times prior to the Closing Date, Seller shall continue to maintain the Assets and conduct its operation of the Business in the same manner as they have been maintained and operated by Seller prior to the execution of this Agreement.
Seller’s Pre-Closing Obligations. The Sellers shall provide the Buyer with:
(i) information in respect of the estimated amount of the Outstanding Amount (as defined in Clause 7.2b) below); and
(ii) list of guarantees, letters of credit and similar issued by DNB Bank ASA (or any other relevant party pursuant to the Facilities Agreement) for which counter-guarantees shall be issued at the Closing Date ref Clause 6.1(ii) above.
Seller’s Pre-Closing Obligations. Seller hereby covenants to Buyer, upon which covenants Buyer has relied and will continue to rely, that for the period from the date of this Agreement through and including the Closing Date:
Seller’s Pre-Closing Obligations. Seller does hereby further acknowledge and agree as follows:
(a) As soon as possible after the Effective Date, but in no event later than the seventh (7th) calendar day following the Effective Date, Seller shall deliver to Purchaser all surveys, title policies and commitments, environmental reports, zoning evidence, hydrology studies and other information relating to the Subject Property in the possession of, or readily obtainable by Seller.
(b) Solicit and pay for the initial traffic study and/or warrant study as required by the Gwinnett County Department of Transportation and/or the Georgia Department of Transportation.
(c) Request from Gwinnett County Department of Transportation and/or the Georgia Department of Transportation to approve a new traffic signal to be located at the intersection of Pike Park Place and West Pike Street.
(d) Remove and properly remediate any and all underground storage tank (“UST”) in accordance with the current federal and state regulations regarding the UST(s) and obtain a “No Further Action Letter” from the Georgia Department of Natural Resources, Environmental Protection Division.
(e) Abandon and acquire any and all right of way associated with Xxxxxxxx Street, so that this right of way is included in the overall acreage of the Subject Property.
