Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) f...
Pre-Closing. Between the date of this Agreement and the Closing Date, except as contemplated by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed:
Pre-Closing. On the date (the "Pricing Date") on which the public offering price of the shares of URSI Stock in the initial public offering of URSI Stock (the "IPO") described in the Registration Statement is determined, the parties shall take all actions necessary to effect (i) the Merger (including, if permitted by applicable state law, the filing with the appropriate state authorities of the Articles of Merger and any similar document to become effective on the Closing Date (as defined below)), (ii) the conversion of shares of COMPANY Stock into shares of URSI Stock and (iii) the delivery of shares of URSI Stock (hereinafter referred to as the "Pre-Closing"); provided, that the actual Merger, the conversion of shares of COMPANY Stock into shares of URSI Stock and the delivery of shares of URSI Stock shall not take place until the Closing Date as herein provided. The Pre-Closing shall take place at the offices of Howard, Rice, Nemerovski, Canady, Xxxx & Xxxxxx, A Professional Corporation ("Xxxxxx Xxxx") at 0 Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000.
Pre-Closing. 1.3.1 Prior to Closing, the Business Sellers and the Purchaser shall agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Properties pursuant to the terms set out in this Part 4 of Schedule 2 and all other applicable terms of this Agreement.
Pre-Closing. Between the date hereof and the Closing Date, except as contemplated by this Agreement or with the consent of Seller, Purchaser agrees that:
Pre-Closing. At or prior to the Pre-Closing, the parties shall take all actions necessary to prepare to (a) effect the Merger (including, if permitted by applicable state law, the advance filing with the appropriate state authorities of the Certificate and Articles of Merger and/or Plan of Merger, as applicable (collectively, the "Merger Documents"), which shall become effective at the Effective Time) and (b) deliver the Clarant Common Stock and Company Stock, as the case may be, referred to in Article 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the delivery of such stock and transmission of funds by wire referred to in Article 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date and this Agreement terminates, Clarant hereby covenants and agrees to do all things required by the State Corporation Law and all things which counsel for the Company advise Clarant are required by the State Corporation Law in order to rescind actions effected by the advance filing of the Merger Documents as described in this Section. The taking of the actions described in clauses (a) and (b) above (the "Pre-Closing") shall take place the day following the date that the Registration Statement is declared effective by the Securities and Exchange Commission (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxxx & Xxxxxxxxx, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
Pre-Closing. COVENANTS The parties agree as follows with respect to the period of time between the date of this Agreement and the Closing: 9.1
Pre-Closing. As is standard business practice in Hawaii, Purchaser acknowledges that Seller intends to, and agrees that Seller may, prepare for Closing by requiring Purchaser to have all documents necessary for Closing executed and deposited with Xxxxxx at any time prior to the Closing Date selected by Seller ("Pre‐ Closing"). Purchaser acknowledges that regardless of the status of construction of the Project, Seller may require Pre‐Closing on a date selected by Seller, within Seller’s sole discretion ("Pre‐Closing Date"). To accommodate a bulk closing of the units by Seller, the Pre‐Closing Date may be set up to one hundred eighty (180) calendar days prior to the Closing Date. To accomplish this, any time after the Effective Date of this Purchase Agreement, and upon receiving not less than thirty (30) calendar days’ written notice of Pre‐Closing from Seller or Escrow ("Pre‐ Closing Notice"), Purchaser agrees to take and complete any and all actions that may be necessary to enable Closing on the Closing Date, including, without limitation, completion of any pre‐closing tasks set forth in the Pre‐ Closing Notice by the due dates set forth therein ("Pre‐Closing Tasks"). If Purchaser is financing the purchase of the Unit, Purchaser hereby acknowledges and agrees that such Pre‐Closing Tasks may require Purchaser to submit a final and binding loan commitment letter ("Letter of Guaranty") from Purchaser's lender to Escrow by the due date specified in the Pre‐Closing Notice, and if said Letter of Guaranty is not delivered to Escrow by such date, Purchaser shall be deemed to be in default of this Purchase Agreement, whereupon Seller may exercise its remedies as set forth in Section A.35 of this Purchase Agreement. Not later than the Pre‐Closing Date (or such other due date set forth in the Pre‐Closing Notice), Purchaser shall execute all documents required for Closing, including, without limitation, the Unit Deed and all promissory notes, mortgages and other loan documents necessary for Purchaser’s financing of the Unit, all receipts for notices and disclosures, the conveyance tax certificate and a closing statement based on Seller’s estimate of the date the Unit will be available for occupancy. This Purchase Agreement shall constitute Seller’s and Purchaser’s written authorization to Escrow to date all documents, to add filing information and to adjust the estimated prorations in accordance with the provisions of this Purchase Agreement. Purchaser may be permitted by Seller t...
Pre-Closing. Each of the parties will use its reasonable best efforts to take all actions and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement.
