Actions Prior to Closing Date Sample Clauses

Actions Prior to Closing Date. The Parties covenant and agree to take the following actions between the date hereof and the Closing Date:
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Actions Prior to Closing Date. During the period prior to the Closing Date, the Merging Corporation agrees to take the following actions:
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Actions Prior to Closing Date. During the period prior to the Closing Date, the Exchanged Corporation and the shareholders of the Exchanged Corporation agree to take (or to cause the Exchanged Corporation to take) the following actions:
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Actions Prior to Closing Date. From and after the date of this Merger Agreement and until the Closing Date or termination of this Merger Agreement:
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Actions Prior to Closing Date. 20 5.1 Access to Information Concerning Properties and Records...............................................20 5.2 Conduct of the Business of the Company Pending the Closing Date.......................................21 5.3 Best Efforts..........................................................................................22 5.4 No Solicitation of Other Offers.......................................................................22 5.5 Credit Facility.......................................................................................22 5.6 EMKT Contribution to Top Team Capital.................................................................23
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Actions Prior to Closing Date. From and after the date of this Purchase Agreement and until the Closing Date or Termination Date, whichever first occurs:
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Actions Prior to Closing Date. Distribution and Buyer covenant and agree to take the following actions between the date hereof and the Closing Date:
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Actions Prior to Closing Date 
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Related to Actions Prior to Closing Date

  • 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.

  • 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.

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

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

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

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

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

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive 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(l) 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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