Pre Closing Events Sample Clauses

Pre Closing Events. Prior to the Closing, Rodeo, Inc. shall (i) form Newco LP pursuant to the DLPA, the Newco LP Certificate, and the Initial Newco LP Agreement, (ii) form Newco GP LLC pursuant to the Delaware Limited Liability Company Act, the Newco GP LLC Certificate and the Initial Newco GP LLC Agreement, to act as the general partner of Newco LP, (iii) contribute the LLC Incentive Distribution Rights to Newco GP LLC, which shall promptly contribute the LLC Incentive Distribution Rights to Newco LP, and (iv) contribute the GP Interest, the Operating Partnerships GP Interests, and the LP Incentive Distribution Rights to Newco LP as its capital contribution as Newco LP's limited partner.
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Pre Closing Events. The Pre-Closing Events described in Sections ------------------ 1.1 and 1.2 hereof (assuming BABF has performed its obligations under Section 1.2(a) hereof) shall have occurred.
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Pre Closing Events. To the extent, however, that any claims arise under any insurance policies issued by third-party insurers and owned by or covering Company or Subsidiary with respect to occurrences arising prior to the Closing Date, Buyer or Subsidiary may make claims, through Parent or Company only, under such policies without regard to any other provision hereof, but subject to such conditions contained in any such policies, including all reporting and notice requirements thereof. Parent shall be responsible for, and shall have the sole right to undertake, reporting and administrative handling of all claims under such policies; provided, however, that Parent shall notify the applicable third-party insurer of a claim within five (5) Business Days after receipt of written notice of such claim from Buyer or Subsidiary. Buyer and Subsidiary shall be jointly and severally responsible for and shall pay all expenses (including costs of administration by Parent as well as fees and expenses of third parties attributable to the handling of such claims) relating to services for claims administration, investigation, appraisals and claim review incurred on or after the Closing with respect to claims under such insurance policies. Neither Buyer nor Subsidiary shall have the right to claim directly against Parent or Company for any “self-insured” program of risk management or the amount of any deductible or self-insured retention for any loss suffered by Subsidiary prior to, on or after the Closing Date, regardless of the date on which the claim is made.
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Pre Closing Events. The Closing is subject to the completion of the following: Xtreme shall have authorized 100,000,000 shares of $0.001 par value common stock and on or before Closing shall have amended its Articles of Incorporation to authorize 100,000,000 shares of $0.001 par value common stock. Xtreme shall have effectuated the Xtreme Reverse Stock Split at or about the Closing, and shall have 356,512.3 shares of its common stock issued and outstanding and no other shares of capital stock issued or outstanding. Xtreme shall demonstrate to the reasonable satisfaction of Rockwell that it has no material assets and no liabilities contingent or fixed other than those disclosed on Exhibit "B" attached hereto.
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Pre Closing Events. Notwithstanding the provisions of Section 5.5(a), to the extent any claims arise under (i) insurance policies issued by third-party insurers and owned by or covering any Acquired Company, Acquired Asset, Assumed Liability or Acquired Business or (ii) self-insurance plans, programs or arrangements sponsored or maintained by Dover or its Affiliates (other than the Acquired Companies), in either case with respect to occurrences arising prior to the Closing, the Acquired Company, Buyer and/or any Designated Purchaser may make claims after the Closing Date under such policies, plans, programs or arrangements without regard to any other provision hereof, but subject to such conditions contained therein, including all reporting and notice requirements thereof as to which Dover has provided Buyer with timely notice. Subject to Section 9.5, Dover shall, or shall cause its Affiliates to, assist any Acquired Company, Buyer and/or any Designated Purchaser with the filing and prosecution of claims under such insurance policies, plans, programs or arrangements as to matters which give rise to or are regarded as pre-Closing occurrences and shall pay the proceeds (if any) of such claims to such Acquired Company, Buyer or any Designated Purchaser, as the case may be; provided, however, that Buyer shall be responsible for and shall pay to Dover all reasonable out of pocket expenses (including reasonable fees and expenses of third parties attributable to the handling of such claims) relating to services for claims administration, investigation, appraisals and claim review incurred on or after the Closing Date with respect to any such claims under such insurance policies, plans, programs or arrangements. Dover shall not, and shall cause its Affiliates not to, take any action to limit, terminate or otherwise adversely affect the coverage provided to beneficiaries of any such insurance policies, plans, programs or arrangements as to matters which give rise to or are regarded as pre-Closing occurrences in a manner that is not generally applicable to other businesses of Dover and its Affiliates.
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Pre Closing Events 
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Related to Pre Closing Events

  • Closing Events At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered at or prior to Closing, 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 transaction contemplated hereby.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

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

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

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