At the Closing Date Clause Samples
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At the Closing Date. (a) there shall be no effective injunction, restraining order, or order of any nature issued by any court of competent jurisdiction which directs or has the effect of directing that this Agreement or any material transactions contemplated hereby shall not be consummated as herein provided; (b) there shall be no investigation, action, or other proceeding pending before any court or governmental authority or threatened against the Company or Newco or any of the directors or officers of the Company or Newco in connection with this Agreement or the consummation of the transactions contemplated by this Agreement which is likely, in the opinion of Newco's counsel (after consideration of any defense), to result in such substantial damages or other substantial relief being obtained, as to materially and adversely affect the Business on or after the closing Date; and (c) none of the parties hereto shall have received from any governmental authority any notice (oral or written) of any potential litigation, civil, criminal, or administrative, against the Company or Newco for a violation alleged to arise out of the consummation of the transactions contemplated hereby.
At the Closing Date. (i) the Registration Statement and any post-effective amendment thereto and the Prospectus and any amendments or supplements thereto shall contain all statements that are required to be stated therein in accordance with the Act and the Regulations, and shall conform to the requirements of the Act and the Regulations in all material respects, and neither the Registration Statement nor any post-effective amendment thereto, nor the Prospectus and any amendments or supplements thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (and, with respect to the Prospectus, in light of the circumstances under which they were made), not misleading; (ii) since the respective dates as of which information is given in the Registration Statement and any post-effective amendment thereto and the Prospectus and any amendments or supplements thereto, except as otherwise stated therein, there shall have been no material adverse change in the Business Conditions of York Water from that set forth therein whether or not arising in the ordinary course of business; (iii) no action, suit or proceeding at law or in equity shall be pending or threatened against York Water that would be required to be set forth in the Prospectus, other than as set forth therein, and no proceedings (other than rate cases filed by York Water) shall be pending or threatened against or directly affecting York Water before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially adversely affect the Business Conditions of York Water; and (iv) since the time of execution of this Agreement, there shall have been no material adverse change in the Business Conditions of York Water.
At the Closing Date the Employment Agreement shall have been executed and delivered by the Principal; and
At the Closing Date the Employment Agreement shall have been executed and delivered by Kell▇▇▇▇▇ ▇▇▇ Kell▇▇▇▇▇ ▇▇▇sidiary; and
At the Closing Date the Employment Agreements shall be executed and delivered by the parties thereto; and
At the Closing Date. (i) the representations and warranties of the Company in this Agreement being true, accurate and correct at, and as if made on such date;
(ii) the Company having performed all of its obligations under this Agreement to be performed on or before such date; and
(iii) there having been delivered to the Subscriber a certificate in the form attached as Schedule 1, dated as of such date, of a duly authorised officer of the Issuer to such effect;
At the Closing Date the Parties shall perform the following actions for the transfer of the Shares for which they are responsible:
(a) each Party shall deliver to the other Parties evidence that it is duly authorised to sign this Agreement;
(b) the Seller shall deliver to the Purchaser the agreed form of the Escrow Agreement executed by the Seller;
(c) the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser;
(d) the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the Group Companies;
(e) MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively;
(f) the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the
(g) each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2.
At the Closing Date the Company shall have no Liabilities to any of its past or current employees or any Persons who have provided consulting, advisory or similar services to the Company, other than liabilities reflected, reserved against or otherwise disclosed in the Company Financial Schedule.