PRIOR TO THE CLOSING definition

PRIOR TO THE CLOSING. Seller hereby covenants the following: A. Conduct of Corporation's Business Until Closing: Except as purchaser may otherwise consent In writing prior to the closing date, Seller will not enter into any transactions, take any action or fail to take any action which would result in, or could be reasonably expected to result in or cause, any of the representations and warranties of Seller contained in this Agreement, to be not true on the Closing Date.
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PRIOR TO THE CLOSING. If to the Company to: MediaOne TWE Holdings, Inc. c/o AT&T Corp. 295 North Maple Avenue Baski▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇▇▇▇ Fax: (908) 953-8360 After the Cl▇▇▇▇▇: Time Warner Cable Inc. 290 Harbor Drive Stamford, C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ of the AT&T With a copy to: Comcast Merger: AT&T Corp. 295 North Maple Avenue Baski▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇tary Fax: (908) 953-8360 With a copy ▇▇: Wachtell, Lipton, Rosen & Katz 51 West 52nd St▇▇▇▇ New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇. ▇▇rwitz Fax: (▇▇▇) ▇▇▇-▇▇00 Following Co▇▇▇▇▇▇▇▇▇▇ ▇▇ the AT&T Comcast Merger: AT&T Comcast Corporation 1500 Market Street Philadelp▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (215) 981-7794 With a copy ▇▇: Davis Polk & Wardwell 450 Le▇▇▇▇▇▇▇ ▇▇enu▇ New Yor▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Dennis S. Hersch ▇▇▇▇▇▇▇ ▇. ▇aylor Fax: (▇▇▇) ▇▇▇-▇▇00 If to Holdco to: Warner Commu▇▇▇▇▇▇▇▇▇ ▇▇▇. c/o AOL Time Warner Inc. 75 Rockefeller Plaza New Yor▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ident and General Counsel Fax: (212) 258-3172 With a copy ▇▇: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Aven▇▇ ▇▇ ▇he ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. Fax: ▇▇▇-▇▇▇-▇▇▇▇ or such other address or facsimile number as such part▇ ▇▇▇▇▇▇ ▇▇▇ hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. Any party may, by notice to the other party, change the address to which such notices are to be given.
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Examples of PRIOR TO THE CLOSING in a sentence

  • ANY EXHIBITOR WHO BREAKS DOWN PRIOR TO THE CLOSING OF THE EXPO WILL BE FINED $500 FOR SAFETY VIOLATIONS.

  • THE MORTGAGE LOAN SCHEDULE, AS IT MAY BE AMENDED FROM TIME TO TIME ON OR PRIOR TO THE CLOSING DATE, SHALL CONFORM TO THE REQUIREMENTS OF THIS AGREEMENT AND THE POOLING AND SERVICING AGREEMENT.

  • AN OFFICER'S CERTIFICATE OF PURCHASER, DATED AS OF THE CLOSING DATE, WITH THE RESOLUTIONS OF PURCHASER AUTHORIZING THE TRANSACTIONS DESCRIBED HEREIN ATTACHED THERETO, TOGETHER WITH CERTIFIED COPIES OF THE CHARTER, BY-LAWS AND CERTIFICATE OF GOOD STANDING OF PURCHASER DATED NOT EARLIER THAN 30 DAYS PRIOR TO THE CLOSING DATE.

  • BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES.

  • NOTICE TO BUYER: CONSULT YOUR INSURANCE AGENT PRIOR TO THE CLOSING DATE DUE TO THE UNIQUE REQUIREMENTS OF THIS TYPE OF PROPERTY.

  • BUYER ACKNOWLEDGES AND AGREES THAT PRIOR TO THE CLOSING, BUYER SHALL NOT HAVE ANY RIGHT, TITLE OR INTEREST IN AND TO THE PROPERTY OR ANY PORTION THEREOF UNLESS AND UNTIL BUYER HAS ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

  • THE PARTIES HEREBY ACKNOWLEDGE THAT EACH OF THE RELEASED PARTIES OTHER THAN SELLER IS INTENDED TO BE A THIRD-PARTY BENEFICIARY OF THIS SECTION 3.4.2. NOTHING IN THIS SECTION 3.4.2 SHALL SERVE TO RELEASE SELLER FROM LIABILITY SELLER MAY HAVE TO THIRD PARTIES FOR TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ACCRUING PRIOR TO THE CLOSING DATE.

  • A CERTIFICATE OF EXISTENCE FOR SELLER FROM THE SECRETARY OF STATE OF NEW YORK DATED NOT EARLIER THAN 30 DAYS PRIOR TO THE CLOSING DATE.

  • THIS AGREEMENT MAY BE TERMINATED (A) BY THE MUTUAL CONSENT OF THE PARTIES HERETO PRIOR TO THE CLOSING DATE, (B) BY THE PURCHASER, IF THE CONDITIONS TO THE PURCHASER'S OBLIGATION TO CLOSE SET FORTH UNDER SECTION 10(A) HEREOF ARE NOT FULFILLED AS AND WHEN REQUIRED TO BE FULFILLED OR (C) BY THE MORTGAGE LOAN SELLER, IF THE CONDITIONS TO THE MORTGAGE LOAN SELLER'S OBLIGATION TO CLOSE SET FORTH UNDER SECTION 10(B) HEREOF ARE NOT FULFILLED AS AND WHEN REQUIRED TO BE FULFILLED.

  • EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, RELATED TO, ATTRIBUTABLE TO OR ARISING OUT OF THE OWNERSHIP OR OPERATION OF THE INTERESTS PRIOR TO THE CLOSING DATE.