Transactions Prior to Closing. Between the date of this Contract and the Closing, the executive officers and Board of Directors of the Company shall retain full control of the management and business of the Company. To enable Parent to prepare for settlement at the Closing, Parent, Securityholders and the Company agree that between the date hereof and Closing:
Transactions Prior to Closing. Seller hereby covenants the following:
a. Conduct of Seller's Business until Closing. Except as Buyer may otherwise consent in writing prior to the Closing Date, Seller will not enter into any transaction, take any action or fail to take any action which would result in, or could reasonably be expected to result in or cause any of the representations and warranties of Seller contained in this Agreement to be void, invalid or false on the Closing Date.
Transactions Prior to Closing. Seller hereby covenants the following:
Transactions Prior to Closing. 4.1 Conduct of Business prior to Closing 4.2 Webigen Property Rights
Transactions Prior to Closing. (a) Prior to the Closing, the deeds covering the real property located at 0000 Xxxxxxxxx Xx., Xxxxxxx, Xxxxx 00000, and certain personal property located at 0000 Xxxxxxxxx Xx., Xxxxxxx, Xxxxx 00000, shall be assigned by Tanknology to the Seller.
(b) At or prior to Closing, cash of the Subsidiaries in the amount of $793,000 as reflected on the August 31 Financial Statements shall be withdrawn by the Seller.
(c) Prior to Closing, the Seller shall eliminate or cause its Affiliates to eliminate all intercompany account balances, including the accounts reflected on each of the August 31 Financial Statements under the item "Investment in Subsidiaries."
(d) At or prior to Closing, Seller shall execute assumption agreements reasonably acceptable to Buyer assuming from the Subsidiaries (i) any and all income Taxes for the period through the Closing Date, (ii) any and all claims, losses or liabilities arising from or relating to the real property and improvements and certain personal property located at 0000 Xxxxxxxxx Xx., Xxxxxxx, Xxxxx 00000 and the adjacent lot owned by Seller, (iii) any obligation of the Subsidiaries relating to X. X. Xxxxx under that certain consulting agreement between X. X. Xxxxx, Seller and Tanknology dated as of December, 1991, and (iv) any obligation of the Subsidiaries relating to the employees listed on Schedule 2.4(d)(iv).
Transactions Prior to Closing. (a) At or prior to the Closing, Seller shall cause USTMAN to transfer to Seller all cash and cash equivalents of USTMAN measured as of the close of business on the day immediately prior to the date of Closing. In the event that within 60 calendar days following the Closing either party determines that the amount of such transfer, at the time made, was not equal to the cash and cash equivalents of USTMAN immediately prior to Closing, either party shall remit the difference to the other, as appropriate. If a dispute with respect to the amount of such transfer cannot be resolved by Buyer and Seller within 30 calendar days after notice, then, at the request of Buyer or Seller, the specific matters in dispute shall be submitted to the Auditors, which firm shall render its opinion as to such matters, which determination shall be final and binding on the parties. The fees and expenses of the Auditors shall be borne one-half by Seller and one-half by Buyer. The payment of any amounts following Closing pursuant to this Section 2.5(a) shall not be subject to any set off rights of either party. Buyer hereby recognizes and acknowledges that such transfer shall not affect the Purchase Price, the Initial Balance, the calculation of the Closing Balance or the calculation of the Purchase Price adjustment provided for pursuant to Section 2.4.
(b) Prior to Closing, Seller shall eliminate or cause its Affiliates to eliminate all intercompany account balances between Seller and its Affiliates, on one hand, and USTMAN on the other.
(c) At or prior to Closing, Seller shall execute assumption agreements reasonably acceptable to Buyer assuming from USTMAN any and all income Taxes for the period through the Closing Date.
Transactions Prior to Closing. 44 4.1. Access to Information Concerning Properties and Records; Confidentiality . . . . . . . . . . . . . . 44 4.2. Conduct of the Analytical Instruments Business Pending the Closing Date. . . . . . . . . . . . . . 45 4.3. Transactions with Transferred Subsidiaries . . . . . 47 4.4. Guarantees . . . . . . . . . . . . . . . . . . . . . 48 4.5.
Transactions Prior to Closing. Immediately prior to Closing and subject to and upon the terms and conditions of the Restated Agreement:
Transactions Prior to Closing. 4.1 Conduct of Business prior to Closing
4.2 Webigen Property Rights
4.3 Repayment of Shareholders Loan prior to Closing
4.4 Further Actions
Transactions Prior to Closing. Between the date of this Contract and the Closing, the executive officers and Board of Directors of the Company shall retain full control of the management and business of the Company. In order to assure protection and preservation of the company assets and the Stock to be exchanged at Closing, and to enable CNCP to prepare for settlement at the Closing, CNCP, Securityholder and the Company agree that between the date hereof and Closing:
