Events Prior to Closing Sample Clauses

Events Prior to Closing. Upon execution hereof or as soon thereafter as practicable, management of Issuer and Buyer 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.
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. Upon execution hereof or as soon thereafter as practical, management of Segway and Speedhaul 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, Speedhaul shall provide Segway with updated audited financial statements to be filed with Segway's Form 8-K filing with the SEC within three (3) days of Closing.
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 immediately to notify Purchaser in writing of any event or condition 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. Upon execution hereof or as soon thereafter as practical, management of Maneki and Red Rock shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates,
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. Upon execution hereof or as soon thereafter as practical, management of Volcanic Gold and Capital Award 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. Prior to closing, Volcanic Gold shall file a certificate of amendment of its Articles of incorporation in the state of Nevada to (a) effectuate a 1-50 reverse split of its issued and outstanding common stock, (b) change its name to A Power Agro Agriculture Development, Inc., (c) create a class ofblank check”: preferred stock and (d) waive preemptive rights created pursuant to Section 78.265 of the Nevada Revised Statutes. In addition, prior to effectuating the reverse split and name, the $175,000 shall be released to Belmont Partners.
Events Prior to Closing. 1. Prior to the Closing, Bus Av/Del shall deposit, or shall cause to be deposited a Warranty Aircraft Xxxx of Sale in the form attached hereto as Exhibit A (the “Embraer Warranty Xxxx of Sale”), an FAA Xxxx of Sale (AC Form 8050-2) in favor of Insperity in respect of the Embraer Aircraft (the “Embraer FAA Xxxx of Sale”), any necessary releases of Liens (as defined in Section 1.07(e)(ix) below), and Bus Av/Del’s Aircraft Registration Application (AC Form 8050-1) for the G100 Aircraft (the “G100 Registration Application”), in escrow with Insured Aircraft Title Service, Inc. (the “Escrow Agent”), whose address is 0000 XX 00 Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, attention: Xxxx Xxxxxxx.
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.