Additional Pre Closing Covenants Sample Clauses

Additional Pre Closing Covenants. Until the Closing, each of the parties hereto hereby agrees to keep, perform and fully discharge the following covenants and agreements:
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Additional Pre Closing Covenants. Subject to the terms and conditions herein provided, prior to the Closing, each of the Parties shall:
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Additional Pre Closing Covenants. The parties additionally agree as follows with respect to the period between the execution of this Agreement and the Closing:
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Additional Pre Closing Covenants. (a) Except as required by this Agreement, no resolution of the directors, owners, members, partners or shareholders of any Group Company shall be passed, nor shall any Contract or commitment be entered into, in each case, prior to the First Closing without the prior written consent of the Investors, except that the Group Companies may carry on their respective business in the same manner as heretofore and may pass resolutions and enter into Contracts so long as they are effected in the ordinary course of business. Furthermore, each Group Companies shall conduct its business in a manner, and otherwise to use its best efforts, so as to ensure that the representations and warranties made by the Warrantors in this Agreement continue to be true and correct on and as of the date of the First Closing as if made on and as of that date. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the First Closing Date, the Warrantors shall not take any of the actions set forth in Section 9.1 or 9.2 of the Shareholders Agreement without the prior written consent of the Investors.
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Additional Pre Closing Covenants. From the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with Article VI, the Company shall use its commercially reasonable efforts:
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Additional Pre Closing Covenants. In addition, prior to Closing, Seller shall (i) take all actions reasonably necessary to make Seller’s Stratix ERP System and general ledger access available for Buyer’s utilization of the same as a Service (as defined in the Transition Services Agreement) as provided in the Transition Services Agreement; (ii) take all actions reasonably necessary to make Seller’s EDI capabilities associated with both vendors and customers at the Acquired Facilities available for Buyer’s utilization of the same as a Service (as defined in the Transition Services Agreement) as provided in the Transition Services Agreement; (iii) provide Buyer with all inventory and customer information related to the Inventory Facilities so that the Buyer can set up this information in its legacy ERP system prior to Closing; and (iv) assist Buyer with establishing all employees of Seller listed in Section 6.03(a)(i) and Section 6.03(a)(ii) of the Disclosure Schedules in Buyer’s payroll system and benefit programs. If this Agreement is terminated in accordance with Section 8.01 hereof, Buyer shall promptly deliver to Seller or destroy all data, materials and other information provided to Buyer pursuant to this Section 6.02(b), whether in the possession or control of Buyer, any of Buyer’s Affiliates or Representatives or any other Person (with such destruction certified in writing to Seller by an authorized officer of Buyer supervising such destruction), and Buyer and Buyer’s Representatives shall not retain any copies, extracts or other reproductions (in whatever medium) in whole or in part of such data, materials and other information.
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Additional Pre Closing Covenants. (a) OPERATION OF BUSINESS. Between the date hereof and the Closing Date, Seller shall not, with respect to the Acquired Assets and the Business, engage in any practice, take any action, or enter into any transaction outside the ordinary course of business without Buyer's consent. Without limiting the generality of the foregoing, Seller shall not (i) declare, set aside, or pay any dividend or make any distribution (except in cash, Seller's stock, marketable securities or other assets not included within the Acquired Assets) with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock, or (ii) otherwise engage in any practice, take any action, or enter into any transaction of the sort described in SECTION 3.7 above.
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Additional Pre Closing Covenants 
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Related to Additional Pre Closing Covenants

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

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Closing Covenants (y) The Purchaser agrees with the Vendor that after closing he:

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • 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):

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

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

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