Actions of Company Prior to Closing Sample Clauses

Actions of Company Prior to Closing. Notwithstanding any other provisions hereof, until the Closing, the sole activities of the Company shall be efforts to obtain the consents and approvals required under the Contribution Agreement, to cooperate in the consummation of the transactions contemplated by the Refinancing Proposals (as defined in the Contribution Agreement), and to otherwise take actions in accordance with the terms of the Contribution Agreement to consummate the transactions contemplated thereby.
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Actions of Company Prior to Closing. Notwithstanding any other provisions hereof, until the Closing, the sole activities of the Company shall be efforts to obtain the consents and approvals required under the Contribution Agreement and to otherwise take actions in accordance with the terms of the Contribution Agreement to consummate the transactions contemplated thereby. Until the Closing shall occur, there shall be no Management Committee and all actions undertaken by or on behalf of the Company must be executed by authorized signatories of the Managing Member and TCI; provided that actions to be taken by the Company prior to Closing will be taken in accordance with the terms of the Contribution Agreement and the Managing Member and TCI shall take such actions and execute such documents as reasonably necessary to carry out such terms.
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Actions of Company Prior to Closing. Until the earlier of the Closing or the Termination Date (as defined in paragraph 10), the Company, except as contemplated by this Letter of Intent, will: (a) carry on its business as presently conducted and only in the usual and ordinary course; (b) use its reasonable efforts to preserve its business organization intact; (c) not declare or pay any dividends or distributions on its capital stock; (d) not make any changes in its capital structure or issue any shares of its capital stock or other securities or rights or options to purchase its capital stock or other securities; (e) not make any payments to its officers, directors or employees except in the usual and ordinary course of business; and (f) operate, incur obligations and transfer or dispose of assets only in the ordinary course of business, consistent with past practices.
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Related to Actions of Company Prior to 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.

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • 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.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the 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.

  • 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:

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Covenants of Seller Prior to Closing Between the date of this Agreement and the Closing:

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

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