Conduct between Signing and Closing Sample Clauses

Conduct between Signing and Closing a) The Kenta KBSA301 clinical trial has been suspended and is on hold. Between Signing and Closing of this Agreement, Seller shall maintain the clinical trial on hold without termination and therefore perform the necessary payments, provide Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended for IT services and for the Location and maintain the communication with the responsible authorities. Furthermore Seller shall maintain sufficient Assets to properly terminate the trial if required, or if this Agreement is terminated during that time. In case Buyer requires further assistance to maintain the Kenta KBSA301 clinical trial, the Buyer shall contact the present or former staff of Seller and Buyer shall agree on the respective terms and conditions directly with the required person.
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Conduct between Signing and Closing. 5.1 From the Execution Date until the Closing Date, the Seller shall (i) carry on and conduct the Transferred Business in the ordinary course, save in so far as agreed in writing by the Purchaser and with due care, skill and diligence and (ii) carry on and conduct the Transferred Business and hold the assets and liabilities, as well as the rights, benefits and obligations of the Seller under any Contracts or insurance policies, in trust for the Purchaser and in a manner that is in the best interests of the Purchaser. Without prejudice to the foregoing, during such period, the Seller shall not take any action which would result in a breach of the Warranties, which shall be deemed to to be repeated on the Closing Date.
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Conduct between Signing and Closing. 7.1 The Majority Sellers confirmed that in the period from the Signing Date until Closing, the Majority Sellers have acted in accordance with clause 6.1 of the SPA.
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Conduct between Signing and Closing. 3.4.1 From the Execution Date until the Closing or the earlier termination of this Agreement in accordance with Section 14.2, without the prior written consent of Licensee (which shall not be unreasonably withheld, delayed or conditioned), Pfizer and its Affiliates shall use reasonable efforts to:
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Conduct between Signing and Closing. 7.1 Parties shall, upon the execution of this Agreement, negotiate in good faith, and make their best efforts to agree on and finalize (i) the Amended and Restated Company Constitution, (ii) the Intercompany Agreements, (iii) the initial Operating Plan and Budget pursuant to Section ‎3.6.1, (iv) the CIK Shares Proxy, and (v) the form of the joinder agreement in a timely manner. Upon such finalization, the Parties shall enter into a supplementary agreement to confirm the agreed final form of each of the aforesaid documents, and the Oramed Asset Transfer Agreement, the HTIT Supply Agreement and the Option Agreement shall be fully executed (the “Ancillary Agreement Completion”). It is hereby clarified that the obligations of the Parties under the following Sections 7.2 through 7.6 shall commence upon the Ancillary Agreement Completion.
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Conduct between Signing and Closing. ‌ During the period between the Signing and Closing, the Shareholders, Turun ammattikorkeakoulu Oy and the Company shall procure that the business of the Group will be carried out in the Ordinary Course of Business. Without limiting the aforesaid, the Shareholders, Turun ammattikorkeakoulu Oy and the Company specifically undertake to procure that none of the actions listed in 5.10(a) through 5.10(l) (both inclusive) are taken during the period between the Signing and Closing, unless consented to by Hemsö in writing in advance. If it appears that action(s) listed in 5.10(a) through 5.10(l) (both inclusive) or other actions outside the Ordinary Course of Business are objectively necessary in order for the Group’s business to be carried out diligently during the period between Signing and Closing, Hemsö shall not unreasonably withhold its consent to such actions.
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Conduct between Signing and Closing. 1. At all times during the Interim Period, each of the Sellers severally undertakes to exercise all voting rights and powers of control available to him in relation to the Company to:‌
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Conduct between Signing and Closing 
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Related to Conduct between Signing and Closing

  • Closing and Closing Documents 24 ----------------------------- 11.1. Closing....................................................... 24 ------- 11.2. Seller's Deliveries........................................... 26 ------------------- 11.3. Purchaser's Deliveries........................................ 26 ---------------------- 11.4. Prorations.................................................... 27 ---------- 11.5. Document Preparation and Closing Costs........................ 28 -------------------------------------- 11.6. Reconciliation and Final Payment.............................. 28 -------------------------------- 11.7.

  • VENDOR'S REPRESENTATIONS The Vendor's representations contained in this Agreement will be true.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES Distributor represents and warrants that:

  • Assignor’s Representations The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Authorization and Closing 4.1 Newco has authorized the issuance to (i) EIS of 4,776 shares of Preferred Stock and (ii) Sheffield of 12,000 shares of Common Stock and 7,224 shares of Preferred Stock, issuable as provided in Clause 4.3 hereof.

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • 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.,

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