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. Between the Effective Date of this Agreement and the Closing, Seller shall not, without Purchaser's prior written consent: terminate any Tenant Lease or tenancy except by reason of a default by the tenant thereunder or the natural expiration of such tenancy.
B. Between the Effective Date of this Agreement and the Closing, Seller shall not enter into any new Tenant Lease or amend, renew (other than by reason of a renewal arising by reason of an existing renewal option granted under a Tenant Lease in effect as of the date hereof), or extend any of the existing Tenant Leases, nor grant any rebate, concession, allowance or free rent for any period subsequent to Closing without the prior written consent of Purchaser which consent shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Purchaser does not reasonably object thereto within five (5) days after receipt thereof. Any lease hereafter entered into by Seller in accordance with the provisions of this Article 12 with the consent of Purchaser is collectively referred to as a "PERMITTED SUPPLEMENTAL LEASE." Any tenant improvement concessions, brokerage commissions or any other costs and expenses attributable to a Permitted Supplemental Lease ("SUPPLEMENTAL LEASE COSTS") shall be borne solely by Purchaser and shall be paid to Seller at the Closing to the extent paid or incurred by or on behalf of Seller as of the Closing Date.
C. Between the Effective Date of this Agreement and the Closing, Seller shall maintain or cause to be maintained in full force and effect until Closing fire and extended coverage insurance providing for replacement cost insurance. As of the date hereof, the schedule attached hereto as Exhibit O lists the policies of insurance presently maintained by Seller for the Project.
D. Between the Effective Date of this Agreement and the Closing, Seller shall comply with its obligations under the Ground Lease and under each of the Tenant Leases to the extent required on or before the Closing and operate the Project in the ordinary course of business. Seller shall continue to maintain the Project in accordance with its previous practices, subject only to reasonable use and wear and the terms of Article 9 hereof.
E. Seller agrees that from the Effective Date to the Closing, it will: (i) not mortgage or encumber any part of the Project or take or suffer any other action affecting title to the Project, nor enter into any loan, without the prior written consent of Pur...
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. 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. 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.
