OBLIGATIONS PRIOR TO CLOSING Sample Clauses

OBLIGATIONS PRIOR TO CLOSING. From the date of this Agreement through the Closing:

OBLIGATIONS PRIOR TO CLOSING. The Transferor Partnership covenants that between the date of this Agreement and the Closing Date:

OBLIGATIONS PRIOR TO CLOSING. 7 6.01 GRS' Access to Information and Assets....................................................................7 6.02 Company's Conduct of Business and Operations.............................................................7 6.03

OBLIGATIONS PRIOR TO CLOSING. 21 5.01 Buyer's Access to Information and Assets...................21 5.02 Company's Conduct of Business and Operations...............21 5.03

OBLIGATIONS PRIOR TO CLOSING. 7.1 OPERATION OF BUSINESS - The Company, Shareholder and agree that, from the date hereof to the Closing Date, the Company shall conduct its Business and affairs only in the Ordinary Course of Business.

OBLIGATIONS PRIOR TO CLOSING. The Purchaser, the Principal Shareholders and each of the other Selling Shareholders further agree and covenant with each other as follows:

OBLIGATIONS PRIOR TO CLOSING. 38 7.1 Covenants and Agreements of Company...........................38 7.2

OBLIGATIONS PRIOR TO CLOSING. From the date of this Agreement through the Closing: (a) Buyer’s Access to Information and Properties (A) The Sellers shall permit Buyer and its authorized employees, agents, accountants, legal counsel, financing sources and other representatives to have access to the books, records, employees, counsel, accountants, engineers and other representatives of the Company at all times reasonably requested by Buyer for the purpose of conducting an investigation of the Sellers’ financial condition, corporate status, operations, prospects, business and Properties. Each Seller shall make available to Buyer for examination and reproduction all documents and data of every kind and character relating to such Seller in possession or control of, or subject to reasonable access by, such Seller and/or the Shareholders, including, without limitation, all files, records, data and information relating to the Properties (whether stored in paper, magnetic or other storage media) and all agreements, instruments, contracts, assignments, certificates, orders, and amendments thereto. Also, each Seller shall allow Buyer access to, and the right to inspect, its Properties, except to the extent that such Properties are operated by a third-party operator, in which case such Seller shall use its best efforts to cause the operator of such Properties to allow Buyer access to, and the right to inspect, such Properties. Buyer shall conduct any such investigation in such a manner as not to interfere unreasonably with the normal operations of Sellers. (b) Company’s Conduct of Business and Operations (A) Sellers and the Shareholders shall keep Buyer advised as to all material operations and proposed material operations relating to the Sellers. Each Seller shall (a) conduct its business in the ordinary course (b) maintain present employees, (c) maintain and operate its Properties in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use reasonable efforts to keep all Contracts listed or required to be listed on Schedule 8(s) in full force and effect, (f) comply with all of the covenants contained in all such material Contracts, (g) maintain in force until the Closing Date insurance policies equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements, and (i) use their best efforts to preserv...

OBLIGATIONS PRIOR TO CLOSING. 5.1 From and including the Execution Date and up to and including the earlier of the Closing Date and the date of termination of this Agreement, the Seller shall (on its own behalf and on behalf of any Affiliates) except with the prior written consent of the Purchaser, which shall not be unreasonably withheld, conditioned or delayed, but subject in all respects to applicable Laws: 5.1.1 procure that the Target Companies’ Businesses shall be conducted in the ordinary course in accordance with past practices, so as to maintain the Target Companies’ Businesses as a going concern; and 5.1.2 use its reasonable endeavours to preserve and protect the assets required for the operation of the Target Companies’ Businesses. 5.2 The Seller shall procure that each of the Target Companies, during the period from and including the Execution Date up to and including the earlier of the Closing Date and the date of termination of this Agreement, shall not, without the prior written consent of the Purchaser, which shall not be unreasonably withheld, conditioned or delayed, but subject in all respects to applicable laws: 5.2.1 enter into, extend or amend any contract or commitment, or series of related contracts or commitments, with the Seller or any Affiliate of the Seller or any other connected or related person of the Seller or of any of its Affiliates, including any CME Programming Sublicence and the Loan Agreements, other than: (i) as otherwise contemplated by this Agreement or any Transaction Document; or (ii) in respect of CME Programming Sublicences, to the extent consistent with past practices and on arms’ length terms (or on terms more favourable to the Target Companies) or (iii) other than in respect of CME Programming Sublicences, to the extent it is (x) capable of being terminated immediately on notice or relates to a term no longer than six months and (y) is at no material cost to the Target Companies; 5.2.2 enter into, extend or amend any contract or commitment, or series of related contracts or commitments, with any person with an annual revenue or annual cost to a Target Company exceeding EUR 150,000 (in words: one hundred and fifty thousand Euro), unless under comparable or more favourable terms for the relevant Target Company (provided that this clause 5.2.2 does not apply (i) to Material Agreements and other contracts the subject of clause 5.2.3, which shall be covered by clause 5.2.3; nor (ii) local fiction programming or content, which shall be covered b...

OBLIGATIONS PRIOR TO CLOSING. DVGG must have caused the following to occur prior to Closing: A. DVGG shall have filed with the Financial Industry Regulatory Authority (“FINRA”) such paperwork as necessary to complete a Six-for-One (6:1) forward split (the “Forward Split”) of the DVGG common stock; B. DVGG shall: (i) increase its authorized shares Common Stock from the present amount of 100,000,000 to 500,000,000; and, (ii) decrease its authorized shares of undesignated Preferred Stock from the present amount of 100,000,000 to 50,000,000, DVGG shall effectuate this by filing Amended Articles of Incorporation with the Secretary of State of Nevada; C. DVGG shall have effectuated a name change to better reflect the post-transaction business of the Company, DVGG shall effectuate this by filing Amended Articles of Incorporation with the Secretary of State of Nevada; D. DVGG shall, at Closing, have caused the cancellation of 19,800,000 shares of pre-split common stock, which shall be canceled and returned authorized but unissued status; and, E. DVGG shall deliver the following documents to 12RT: (i) share certificates evidencing the DVGG Shares registered in the name of the 12RT Shareholder;(ii) this Agreement duly executed; (iii) such other documents as 12RT or the 12RT Shareholder may reasonably request for the purpose of evidencing the accuracy of any of the representations and warranties of DVGG, evidencing the performance of, or compliance by DVGG with any covenant or obligation required to be performed or complied with by DVGG, evidencing the satisfaction of any condition referred to in this Article V, or otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.