The Company’s Closing Obligations Sample Clauses

The Company’s Closing Obligations. The Company agrees to take such actions as may be necessary to ensure that prior to, or concurrently with, the Closing, except for Liabilities and expenses that have reduced the Adjusted Book Value, none of the Company or any Acquired Subsidiary shall have any outstanding unpaid, unaccrued or unrecorded Liabilities. Without limiting the foregoing, except for Liabilities and expenses that have reduced the Adjusted Book Value, all Company Transaction Expenses incurred or reasonably expected to be incurred by the Company or an Acquired Subsidiary shall have been paid or accrued in full by the Company or the applicable Acquired Subsidiary prior to the Calculation Date.
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The Company’s Closing Obligations. 12.01. At the Closing, the Company (or the appropriate New SPE Entity) shall deliver the following to Owner or the appropriate party (if not Owner):
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Related to The Company’s Closing Obligations

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

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

  • Buyer's Closing Obligations At the Closing, Buyer shall:

  • Closing Obligations At the Closing:

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • First Closing The First Closing shall have occurred.

  • 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.

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Closing of the Company’s Transfer Books At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

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