Pre-Closing Activities Clause Samples
The Pre-Closing Activities clause outlines the specific actions and obligations that parties must complete before the formal closing of a transaction. This may include tasks such as obtaining regulatory approvals, delivering required documents, or fulfilling certain conditions precedent. By clearly defining these steps, the clause ensures that all necessary preparations are made to facilitate a smooth and timely closing, reducing the risk of last-minute delays or disputes.
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Pre-Closing Activities. From and after the date of this Agreement until the Initial Closing, each of the Company and the Purchasers shall act with good faith towards, and shall use its reasonable efforts to consummate, the transactions contemplated by this Agreement, and neither the Company nor the Purchasers will take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement, subject to the fiduciary duties of the Board of Directors of the Company under Delaware law. From the date hereof until the Initial Closing, the Company shall conduct the business of it and its Subsidiaries in the ordinary course and shall use all reasonable efforts to preserve intact its business organizations and relationships with third parties and, except as otherwise provided herein or in the Separation Agreement, to keep available the services of the present directors, officers and key employees. Without limiting the generality of the foregoing, from the date hereof until the Initial Closing, except as contemplated by this Agreement or as permitted by Section 6.6, without the Purchasers' prior written consent: (A) the Company shall not, and shall cause each of its Subsidiaries not to, adopt or propose (or agree to commit to) any change in the certificate of incorporation or by-laws of the Company or any of such Subsidiaries; (B) the Company shall not, and shall cause each of its Subsidiaries not to, (i) enter into any loan agreement or other agreement pursuant to which the Company or such Subsidiary incurs indebtedness for borrowed money in excess of $250,000 (other than any such agreement among the Company and its wholly owned Subsidiaries or among the Company's wholly owned Subsidiaries) or (ii) amend any such existing agreement (other than to increase the amount available for borrowing under and amend the terms of the GT Credit Facility and the FINOVA Facility up to a maximum of $50 million); (C) the Company shall not, and shall cause each of its Subsidiaries not to, sell any of the assets of the Company or such Subsidiaries (or the securities of entities holding the same) in one transaction or a series of related transactions, where the total consideration to be received by the Company and its Subsidiaries exceeds $250,000 (other than in the ordinary course of business of the Company and its Subsidiaries); (D) other than in the ordinary course of business of the Company consistent with past practice or as set forth in the Separation Agreemen...
Pre-Closing Activities. From and after the date of this Agreement until the Closing, each of AIG and Aon shall act with good faith towards, and shall use its reasonable best efforts to consummate, the transactions contemplated by this Agreement.
Pre-Closing Activities. Except as otherwise permitted or required by this Agreement or as set forth on Schedule 5.2, prior to the Closing Date the Company shall not:
(a) engage in any activities other than the construction and testing of the Facility and activities in connection therewith;
(b) subject any of the Real Property or Assets (whether tangible or intangible) of the Company to any Encumbrances, except for Permitted Liens;
(c) acquire any properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the Real Property or Assets of the Company except in connection with construction and testing of the Facility;
(d) permit the Bank Balance to be increased above $24,650,000;
(e) amend any Assumed Contract or waive any rights with respect thereto;
(f) acquire by merger or consolidation with, or merge or consolidate with, or otherwise acquire any material business of any corporation, partnership, association or other business organization or division thereof;
(g) change or amend its certificate or articles of organization, operating agreement or other organizational documents except as otherwise required by law;
(h) incur any material obligation or liability except in the ordinary course of business;
(i) enter into or amend, or take or permit any act or omission constituting a material breach or default, under any material contract, indenture or agreement by which the Company or any of the Assets are bound;
(j) hire any employees;
(k) make any loans or advances to any Person, except for expenses incurred in the ordinary course of business;
(l) make any material income tax election; or
(m) agree or commit to do any of the foregoing.
Pre-Closing Activities. From and after the date of this Agreement until the Closing, each of the Company and Purchasers shall act with good faith towards each other, and shall use all commercially reasonable efforts to take or cause to be taken all actions necessary, proper or advisable to consummate the transactions contemplated by the Transaction Documents and neither the Company nor any Purchaser will take any action that would prohibit or materially impair its ability to consummate the transactions contemplated by the Transaction Documents.
Pre-Closing Activities. (a) Aradigm, Novo Nordisk and Novo Nordisk Delivery Technologies, Inc. agree that, prior to the Closing Date, they will discuss, in good faith, and subject to applicable Competition Laws, the transfer of applicable know-how and the provision of other assistance by Aradigm to Novo Nordisk and its Affiliates for the conduct of the Development Program.
(b) Part I of Annex 1 to Exhibit A to the Asset Purchase Agreement contains the list of equipment, the location thereof, the book value thereof as reflected on the accounting books and records of Aradigm in accordance with GAAP as of the date hereof that would be included in the Purchased Assets if the Closing were to occur on the date hereof, and the Estimated Purchase Price. The Parties agree to update such list periodically (but not less than monthly) during the period from the date hereof until Closing to reflect (i) the addition of equipment purchased by Aradigm for use in the Development Program with the prior written approval of Novo Nordisk, (ii) downward adjustments that may be required under GAAP, including normal depreciation and amortization, to correctly state the book value of such equipment on the accounting books and records of Aradigm as of the date that is three (3) Business Days prior to the Closing Date and (iii) changes otherwise agreed by the Parties. The final version of Annex 1 to Exhibit A to the Asset Purchase Agreement shall be completed by the Parties no later than three (3) Business Days prior to the Closing Date, and shall be used to determine the Purchase Price.
(c) Aradigm shall provide notice to Novo Nordisk Delivery Technologies, Inc. no later than two (2) Business Days prior to the Closing Date regarding the account with a U.S. bank to which Novo Nordisk Delivery Technologies, Inc. shall deliver the Purchase Price on the Closing Date.
Pre-Closing Activities. From and after the date of this Agreement until the Closing, Buyer shall not take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement.
Pre-Closing Activities. Prior to the Closing, AOLTW shall cause the TWE Transfer and the Initial TWIC Contribution to occur.
Pre-Closing Activities. Except as otherwise approved by Buyer or KTEC, or as permitted, required or contemplated by this Agreement or as set forth on Schedule 6.2, from the Share Purchase Agreement – Page 45 Effective Date through the earlier of the Closing Date or the termination of this Agreement in accordance with the provisions hereof, Sellers shall cause each Acquired Company not to:
(a) enter into any collective bargaining agreement or other agreements with labor organizations; or
(b) terminate the employment or services of any officer or conduct any layoffs of a material number of employees;
(c) incur or become contingently liable with respect to any debt for borrowed money or assume, guarantee, endorse or otherwise become responsible for obligations of another Person;
(d) make any loans, advances or capital contributions to or investments in any Person;
(e) effect or become a party to any acquisition transaction (including by way of merger, sale of assets, consolidation, business combination or otherwise), recapitalization or similar transaction;
(f) enter into any new business segment or activity outside the scope of the business as it is conducted on the Effective Date;
(g) enter into any contract or commitment that restrains, restricts, limits, or impedes the ability of any Acquired Company to compete with any Person or conduct any business or line of business in any geographic area;
(h) (i) amend, terminate, or waive compliance with the terms of or breaches under any Material Contract, or (ii) enter into a new Contract that, if entered into prior to Effective Date, would have constituted a Material Contract;
(i) make, revoke or amend any Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, file any amended Tax Return, settle any Tax claim or assessment, surrender any right to claim a Tax refund, offset or other reduction in Tax liability, consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, make a request for a written ruling of a Tax Authority, or enter into a written and legally binding agreement with a Tax Authority;
(j) incur or pay any costs, fees, expenses or other amounts in connection with the negotiation and execution of this Agreement and the Transaction Documents or the consummation of the Contemplated Transactions;
(k) make any investments in or payments to, borrow any money from, or enter into or modify any Contract with, any Seller or any Related Person of ...
Pre-Closing Activities. All of the activities, transactions, documents or agreements contemplated in Article 2 shall have been completed.
Pre-Closing Activities. From and after the date of this ---------------------- Agreement until the Closing, each of Seller, RCBA and Purchaser shall act with good faith towards, and shall use commercially reasonable efforts to consummate, the transactions contemplated by this Agreement, and none of Seller, RCBA, or Purchaser will take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement.