TRANSACTIONS PRIOR TO CLOSING; EXCLUDED ASSETS. It is contemplated that certain assets of the Company shall be distributed or otherwise transferred prior to, concurrently with or after the Closing, as follows:
TRANSACTIONS PRIOR TO CLOSING; EXCLUDED ASSETS Sample Clauses
Related to TRANSACTIONS PRIOR TO CLOSING; EXCLUDED ASSETS
OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:
Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.
Operations Prior to Closing Between the date of the execution of this Agreement and Closing:
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.
Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.
Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:
Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:
Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:
Buyer's Closing Obligations At the Closing, Buyer shall:
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:
