Xxxxxxxxxx Xxxding Closing Sample Clauses

Xxxxxxxxxx Xxxding Closing. Prior to the Closing on xxx Xssignment Closing Date, the terms of the Sublease shall govern the operations of the Sublease Premises. In addition thereto, Purchaser hereby agrees to assume full care, custody and control of and responsibility for the proper maintenance, repair and operation of the Adjoining Parcel and to pay any and all costs associated therewith including without limitation, liability insurance and real estate taxes, to the same manner and effect as if it were a part of the Sublease Premises. Purchaser shall maintain liability insurance on the Adjoining Parcel in the same amounts required of Purchaser under the Sublease, such insurance to name Seller as an additional insured and to otherwise meet the requirements of the Sublease. Purchaser shall keep all driveways open and accessible and in good repair and shall perform all obligations imposed under any and all easements, restrictions and covenants of record, including without limitation the YMCA Easement Agreement. In recognition of the responsibilities assumed by Purchaser under the Sublease and hereunder, Purchaser agrees that it will accept the Transferred Interests in its As Is, Where Is then condition with all faults and notwithstanding the physical condition thereof. Seller's representations and warranties set forth in Section 5.1 of this Agreement shall be applicable to the Transferred Interests only until the Date of Closing referred to in Section 2.3 and shall survive only for the period of time specified in Section 5.9. None of said representations and warranties shall revive or be applicable to or effective upon the transfer of the Transferred Interests or be a condition to Purchaser's obligation to accept the Transferred Interests. Notwithstanding the foregoing, the continuing accuracy of the representations and warranties of Seller set forth in Sections 5.1.1, 5.1.2, 5.1.3 and 5.1.4 shall be a condition to Purchaser's obligation but shall not survive the Assignment Closing Date.
Sample 1
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Related to Xxxxxxxxxx Xxxding Closing

  • Covenants Pending Closing Pending either Closing, the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit any of its Subsidiaries to, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Investor of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.

  • Operations Pending Closing From the date hereof through the Closing Date, Seller agrees as follows:

  • Conduct Pending Closing (i) The business of Buyer ------------------------ shall be conducted only in the ordinary course consistent with past practices.

  • First Closing The First Closing shall have occurred.

  • Procedure at the Closing At the Closing, the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall be deemed to have occurred simultaneously):

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • 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.

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