Closing Covenants definition

Closing Covenants a) RGB's counsel's shall prepare and file Form 8-K with the SEC concerning the change of control transaction with the approval of the present Board.
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Closing Covenants. With respect to the period following the Effective Time of the Merger:
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Closing Covenants. With respect to the period following the Closing:
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Examples of Closing Covenants in a sentence

  • For the avoidance of doubt, this Clause 9 (Post-Initial Closing Covenants) shall not apply to CM-CIC.

  • Post Closing Covenants....................................................................................

  • In the event that any of the Post Closing Covenants are not satisfied by the date set forth for completion of such Post Closing Covenants indicated on Schedule 5.16, it shall be an Event of Default hereunder, and the Administrative Agent and Lenders shall be entitled to exercise their remedies hereunder and under the other Loan Documents.

  • In 1934, Nukiyama [103] ex- perimentally studied the heat transfer coefficient of the process for a pool configuration and first introduced its essential features including observation of the process instabilities.

  • Ownership issues were debated with respect to some community venues in Kiveton Park and the Head of Culture & Leisure undertook to look into the matter and to liaise with the member concerned.

  • The agreements of the parties contained in Article II ---------- (Sale and Transfer of Acquired Assets; Closing), Article VIII (Certain Post- ------------ Closing Covenants), Article IX (Mutual Covenants), Article XI (Indemnification) ---------- ---------- and Article XII (General Provisions) shall indefinitely survive the consummation ----------- of the transactions contemplated in this Agreement.

  • The Post Closing Covenants contained in Article 10 shall survive Closing for the period expressly specified in the applicable post closing covenant herein.

  • In order to monitor and report on compliance with the Post- Closing Covenants discussed above, certain documents are requested by the Monitor, as outlined in Appendix 1.

  • All covenants and agreements of Buyer, Company and Stockholder contained in this Agreement, other than the Closing Covenants, will remain in full force and effect in accordance with their terms.

  • The Code of Ethics of Sunbank/Souriau is a code of conduct for our business environment.


More Definitions of Closing Covenants

Closing Covenants means any covenant or agreement contained in this Agreement requiring the Seller Parties and their Subsidiaries (other than OpenTV and its Subsidiaries) to cause OpenTV and its Subsidiaries to take any action or refrain from taking any action, in each case prior to the Closing Date.
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Closing Covenants shall have the meaning set forth in Section 9.2(a) hereof.
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Closing Covenants has the meaning given in Section 9.1(c).
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Closing Covenants. Vesta will covenant to conduct its business prior to the closing only in the ordinary course, and will make other customary pre-closing covenants, including without limitation no issuances of Vesta Common Stock, options, warrants or rights to acquire Vesta Common Stock, or securities convertible into Vesta Common Stock.
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Related to Closing Covenants

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Negative Covenants The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Customary Post-Closing Consents means the consents and approvals from Governmental Bodies for the assignment of the Assets to Purchaser that are customarily obtained after the assignment of properties similar to the Assets.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Covenants means the covenants set forth in Section 4 of this Agreement.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.

  • Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Additional Closing has the meaning set forth in Section 2.3.