Certain Pre-Closing Actions Clause Samples
The 'Certain Pre-Closing Actions' clause defines specific actions or obligations that parties must undertake or avoid between signing a contract and the official closing of a transaction. Typically, this clause restricts the seller from making significant business changes, such as incurring new debt, selling assets, or altering key contracts, without the buyer’s consent during this interim period. Its core function is to preserve the value and condition of the business as agreed upon, ensuring that the buyer receives the business in the expected state at closing and mitigating the risk of adverse changes before the transaction is finalized.
Certain Pre-Closing Actions. Prior to the Closing, the Company shall take each of the actions set forth in Section 5.10 of the Company Letter.
Certain Pre-Closing Actions. Prior to the Closing Date, Seller shall have used commercially reasonable efforts to take the action set forth on Schedule 6.25.
Certain Pre-Closing Actions. Without limiting anything else contained herein, Target shall have done the following on or before the Closing Date:
(a) Terminated (i) that certain Akamai EdgeSuite Services—Platinum Order Form dated June 29, 2001 (as amended) by and between Target and Akamai Technologies, Inc., (ii) that certain Akamai FreeFlow Services Change Order Form dated July 31, 2000 by and between Target and Akamai Technologies, Inc. and (iii) that certain Internet Data Center Services Agreement dated March 31, 1999 by and between Target and Exodus Communications in such a manner that there is no further liability or obligation of Target or Surviving Corporation thereunder.
(b) Paid all amounts owed to any law firm, accounting firm, investment banking firm or any other professional advisor (including without limitation, Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Target Financial Advisor) for any services rendered prior to the Effective Time, including without limitation any services relating to the transactions contemplated hereby, all in such a manner that there is no further liability or obligation of Target or Surviving Corporation to any of the foregoing.
(c) Terminated each employee of Target other than those which Acquiror has indicated it wished to retain as set forth in Section 5.13, paid or provided each such employee all notices and all severance and other benefits to which such employee is entitled and otherwise complied with all applicable laws in connection with such terminations, all in such a manner that there is no further liability or obligation of Target or Surviving Corporation relating to any of the foregoing.
(d) Paid all amounts to which any employee is entitled under any severance arrangement, whether or not such employee is being terminated in connection with the Merger and obtained a release of all claims under any such severance arrangement from each employee who receives a severance payment, other than from employees who have a contractual right to receive a severance payment without providing such a release with respect to which Target shall use it reasonable best efforts to obtain a release.
(e) Paid its entire commitment to DoubleClick Inc. under that certain Master Services Agreement, dated as of October 2, 2001, by and between Target and DoubleClick Inc. and any other agreement related thereto, such that neither Target nor Surviving Corporation will have any further commitment or obligation to pay any amounts to DoubleClick Inc....
Certain Pre-Closing Actions. Sellers shall have complied with all of their obligations under Section 6.16 and Section 6.17 in all respects.
Certain Pre-Closing Actions. (a) Prior to the Closing (and in any event no later than 11:59 p.m. on the Business Day preceding the Closing Date), the Vornado Parties, Newco and Newco OP shall cause the Pre-Combination Transactions set forth on Section 5.8(a) of the Vornado Disclosure Letter to be implemented as set forth therein. Immediately following the occurrence of the Pre- Combination Transactions, but prior to the Closing, the JBG Parties shall cause the actions set forth on Section 5.8(a) of the JBG Disclosure Letter that are contemplated to be taken prior to the Closing (collectively, the “Restructuring Transactions”) to be implemented as set forth therein. The Parties will reasonably agree to modify the Restructuring Transactions, the Combination Transactions and the Pre-Combination Transactions as requested by either Party and agree further to reasonably cooperate with each other for four (4) weeks following the date hereof in respect of the “Potential Restructuring”, as set forth on Section 5.8(a) of the Vornado Disclosure Letter, so long as (i) such modifications do not adversely affect the non-requesting Party in any material respect and (ii) such modifications would not reasonably be expected to affect the ability of the Vornado Parties to receive the opinions described in Section 7.2(e) and Section 7.2(f) and the ability of the JBG Parties to receive the opinions described in Section 7.3(e). The Parties agree to amend the provisions of this Agreement, any schedule thereto, and any exhibit thereto to reflect any modifications described in the previous sentence. With the mutual consent of the Parties, the obligations of Newco hereunder may be assigned, to the extent necessary to reflect any modifications described herein, to a newly formed Subsidiary of Vornado.
(b) The Parties and their Subsidiaries shall use Commercially Reasonable Efforts prior to the Closing, to take such actions as may be necessary so that at Closing Newco has the capacity, after taking into account the services to be provided under the Transition Services Agreement and any available transition periods, to maintain material compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over Newco.
(c) The JBG Parties shall take the actions set forth on Section 5.8(c) of the JBG Disclosure Letter and shall otherwise...
Certain Pre-Closing Actions. The second sentence of Section 5.8(a) of the Agreement is hereby deleted and replaced with the following: The JBG Parties shall cause the actions set forth on Section 5.8(a) of the JBG Disclosure Letter that are contemplated to be taken prior to the Closing (collectively, the “Restructuring Transactions”) to be implemented as set forth therein immediately following the occurrence of the Pre-Combination Transactions, but prior to the Closing (other than obtaining certain consents, forming certain entities, contributing certain JBG Included Interests to the applicable Transferred LLC and certain related transactions, which may occur prior to the Pre-Combination Transactions).
Certain Pre-Closing Actions. (a) Prior to the Initial Merger Effective Time, the Company Articles shall be duly amended to exempt the Transactions from the provisions of the Company Articles, including but not limited to, Article 10 (Anti-Dilution Protection) therein and Section 1.1 (Liquidation Rights) and Section 1.3 (Conversion Rights) of Schedule I thereto.
(b) At the Initial Merger Effective Time, PubCo’s Organizational Documents, as in effect immediately prior to the Initial Merger Effective Time, shall be amended and restated to read in their entirety in the form of the amended and restated memorandum and articles of association of PubCo attached hereto as Exhibit I (the “PubCo Articles”), and, as so amended and restated, shall be the memorandum and articles of association of PubCo, until thereafter amended in accordance with the terms thereof and the Cayman Act.
Certain Pre-Closing Actions. Torch shall use reasonable best efforts to cause OpCo to convert to a sociedad de responsabilidad limitada de capital variable and to file an election on IRS Form 8832 for OpCo to be treated as a “disregarded entity” or partnership for U.S. federal income Tax purposes, in each case, effective prior to the Closing (collectively, the “OpCo Conversion”). At United’s expense as Transaction Expenses, Torch shall use commercially reasonable efforts to cause (a) each wholly-owned Subsidiary of a ContentCo having more than de minimis value to convert to a sociedad de responsabilidad limitada de capital variable and (b) for each entity described in clause (a), an election on IRS Form 8832 to be filed to be treated as a “disregarded entity” or partnership for U.S. federal income Tax purposes effective prior to the Closing, in each case, unless such action would reasonably be expected to (x) delay, interfere with or prevent the Closing or the Pre-Closing Restructuring or (y) result in a material adverse consequence to Torch or any of its Affiliates. Prior to Closing, Torch shall cause an election on IRS Form 8832 to be filed for each of the Purchased Entities listed on Section 6.2 of the Torch Disclosure Letter hereto to be treated as a “disregarded entity” for U.S. federal income Tax purposes.
Certain Pre-Closing Actions. Promptly after the date hereof and prior to the Closing, Parent and the Company will take the actions set forth on Schedule 7.11.
Certain Pre-Closing Actions. Subject to applicable Law, prior to the Closing, the Company shall take all actions set forth on Schedule 5.09 to this Agreement; provided, however, that the Company shall not be required to take any action that would unreasonably interfere with the normal operation of its business.