Before the Closing Date Sample Clauses

Before the Closing Date. Neither the TJPA or Buyer (the “Delayed Party,” as applicable) shall be considered in breach of or default in any obligation or satisfaction of a Closing Condition under Sections 5.2 and 5.3 and all applicable dates required for satisfaction of such Closing Conditions shall automatically be extended for any period of Force Majeure. “Force Majeure” for purposes of this Section 12.9(e)(i) means events that cause enforced delays in the Delayed Party’s performance of its obligations under Sections 5.2 through 5.5 due to any of the following causes beyond the Delayed Party’s reasonable control, including an Act of God or of a public enemy, acts of terrorism, acts of Government, or administrative appeals, litigation or arbitration not initiated by a Party, or by an entity under a Party’s control, but only where the administrative appeals, litigation, or arbitration prevents (i) the TJPA from performing its obligations under Sections 5.2 through 5.5 (ii) Buyer from performing its obligations under Sections 5.2 through 5.5, (iii) Buyer from obtaining a policy of title insurance at the Closing substantially in the form of the Pro Forma title policy attached to this Agreement as Exhibit L, and provided in each such case that the Delayed Party proceeds, to the extent that it is within its reasonable control to do so, with due diligence to resolve any dispute that is the subject of such administrative appeal, litigation, or arbitration.
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Before the Closing Date the Borrower shall exchange views with the Bank on a formula for the extension cost recovery cess applicable to medium-scale estates.
Sample 1
Before the Closing Date neither party shall assign this Agreement without the prior written consent of the other. Notwithstanding the foregoing, at or immediately prior to Closing, Purchaser shall have the right to assign Purchaser's interest in this Agreement to a single purpose entity owned or controlled by Purchaser upon seven (7) days prior written notice to Seller so long as Purchaser remains liable for Purchaser's obligations under this Agreement.
Sample 1
Before the Closing Date. Buyer and the Stockholders -------------- shall each use their best efforts to obtain all authorizations, consents, approvals, and permits of shareholders and others required to permit the consummation by them of the transactions contemplated by this Agreement. Each of the Stockholders agrees, so long as Buyer has not breached any material representation, warranty or covenant contained in this Agreement, (i) to approve this Agreement, and the transactions contemplated hereby at a meeting of the Company's stockholders to be held as promptly as practicable for the purpose of obtaining such stockholder approval, and (ii) to take such other actions as are reasonably necessary or desirable so as to cause the Board of Directors of the Company to approve such transactions. The Buyer agrees, so long as the Company and any of the Stockholders have not breached any material representation, warrant or covenant contained in this Agreement, to take such actions as are reasonably necessary or desirable so as to cause the Board of Directors of the Buyer to approve the transactions contemplated hereby.
Sample 1
Before the Closing Date. (a) Seller agrees to deliver to Buyer a list of each account holder and certificate holder of Seller containing all pertinent information necessary for data processing conversion, including, without limitation, names, addresses and social security and tax identification numbers in either machine readable magnetic media. Such delivery shall be made not later than thirty (30) days after the date of execution of this Agreement.
Sample 1
Before the Closing Date. The Buyer shall cause the Buyer Welfare Benefit Plans to recognize any out-of-pocket medical and dental expenses incurred by each of such eligible Transferred Employees and their eligible dependents prior to the Closing Date and during the calendar year in which the Closing Date occurs for purposes of determining deductibles and out-of-pocket maximums under the Buyer Welfare Benefit Plans (the Seller shall provide such information to the Buyer prior to the Closing).
Sample 1
Before the Closing Date. Nucryst shall deliver a without prejudice offer of termination and a general release in favour of Nucryst to each On Leave Non-Business Employee, which offer shall remain open for acceptance at any time on or before the Closing Date. In the event that any On Leave Non-Business Employee does not accept the foregoing offer of termination and deliver an executed copy of said general release, in form and substance acceptable to Nucryst (the “Declining On Leave Non-Business Employees”), S&N Canada shall offer to employ each such Declining On Leave Non-Business Employee, upon and after the expiry of his or her leave, on terms and conditions of employment substantially similar in the aggregate to the term and conditions relating to his or her employment (including benefits) immediately prior to his or her leave and as described in Schedule 5.1.15 unless such Declining On Leave Non-Business Employee resigns prior to the expiry of his or her leave.
Sample 1
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Related to Before the Closing Date

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on December 17, 2020 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

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

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction of the following conditions on or before the Closing Date:

  • Initial Closing Date The obligation of the Company hereunder to issue and sell the Initial Preferred Shares to each Buyer 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 the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

  • The First Closing Date Delivery of certificates or electronic book entries, as applicable, for the Firm Shares to be subscribed for by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York City time, on [—], or such other time and date not later than 1:30 p.m. New York City time, on [—] as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • 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.

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • First Closing The First Closing shall have occurred.

  • 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.

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