Events Prior to Closing Sample Clauses

Events Prior to Closing. As of the Effective Date or as soon thereafter as practical, International and the Exchanging Shareholders shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the Parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.
Events Prior to Closing. Upon execution hereof or as soon thereafter as practical, management of Signet and SIG shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced herein below. In addition, prior to Closing, SIG shall provide Signet with updated audited financial statements to be filed with Signet’s Form 8-K filing with the SEC within three (3) days of Closing.
Events Prior to Closing. Except as set forth in on SCHEDULE -------------------------- 2.1.27, since September 30, 2001 there has not been any material adverse change in the business, condition (financial or otherwise), operations, results of operations or, to WLF's knowledge, future prospects of WLF. WLF has not taken any action since September 30, 2001 outside the ordinary course of business. WLF is not aware of any customer or group of customers, which together constitute more than ten percent (10%) of WLF's total net sales, that has cancelled, or contemplates canceling, any business with WLF.
Events Prior to Closing. Seller will not cause or permit any action to be taken which would cause any of Seller's representations or warranties to be untrue as of the Closing. Seller agrees to notify Purchaser in writing of any event or condition known to Seller which occurs prior to Closing hereunder, which causes a change in the facts related to, or the truth of any of Seller's representations.
Events Prior to Closing. Except as set forth in on SCHEDULE -------------------------- 2.1.33, since September 30, 2000 there has not been any material adverse change in the business, condition (financial or otherwise), operations, results of operations or, to Automax's knowledge, future prospects of Automax. Automax has not taken any action since September 30, 2000 outside the ordinary course of business. Automax is not aware of any customer or group of customers, which together constitute more than ten percent (10%) of Automax's total net sales, that has cancelled, or contemplates canceling, any business with Automax.
Events Prior to Closing. In the event the transactions provided for in this Agreement are completed and it is subsequently determined that and one or more of the Indemnified Parties has or is subject to any Claims which arise, result from or relate to, any circumstance in relation to the Business attributable to events prior to the Time of Closing, unless otherwise expressly provided in this Agreement, other than any circumstance disclosed in this Agreement, then the Seller and the Covenantor, jointly and severally, agree to indemnify and save harmless the Indemnified Parties under Section 9.01, to the extent that the Indemnified Parties did not contribute to the Claims on demand for the amount of such Claim. Any claim against the Seller or the Covenantor under this subsection shall be in writing and shall be made within the applicable limitation period provided at law in respect of such claim.
Events Prior to Closing. Maxxon Loan. Maxxon agrees to loan to Ives $60,000 for the purpose of discharging certain indebtedness of Ives and to provide Ives certain working capital. Upon receipt thereof, Ives agrees to issue to Maxxon a convertible debenture of Ives in the form attached as Exhibit C. The use of proceeds of this $60,000 is as set forth in Exhibit D.
Events Prior to Closing. Unless indicated otherwise, as soon as practicable after the execution hereof but in no event later than the Closing each of the following conditions must be satisfied:
Events Prior to Closing