Pre Closing Agreements. The parties agree as follows with respect to the period from the execution of this Agreement and until the earlier to occur of: (i) March 31, 2006 and (ii) the Closing;
Pre Closing Agreements. 13 SECTION 5.1 Due Diligence.................................... 13 SECTION 5.2 Operation of Business............................ 13 SECTION 5.3 Best Efforts..................................... 14 SECTION 5.4 Confidentiality.................................. 14 SECTION 5.5 Public Announcements............................. 14 ARTICLE 6. POST-CLOSING AGREEMENTS ......................................... 15
Pre Closing Agreements. The Seller covenants that on or prior to the Closing Date the Seller shall have caused the Assumption Agreement and the Reinsurance Agreement to be duly executed and delivered. In addition, in connection therewith, the Seller covenants that PXRE Group Ltd. shall duly execute and deliver the Guaranty upon the Closing.
Pre Closing Agreements. 20 Section 5.1. Access to Information and Facilities......................20 Section 5.2. Confidentiality...........................................21 Section 5.3. Additional Financial Statements...........................22 Section 5.4. Seller's Employees........................................22 Section 5.5. Continued Efforts.........................................23 Section 5.6. Operation of Business Prior to Closing....................23 Section 5.7. Monthly Financial Statements..............................24 Section 5.8. Notice of Developments....................................24 Section 5.9. Public Announcements......................................24 Section 5.10. Exclusivity..............................................24 ARTICLE 6.
Pre Closing Agreements. (a) Provided that the Purchaser has received its license to conduct business in Bermuda (as contemplated by this Agreement) by December 17th, 2001, the Company will "Front" the Assumed Business underwritten in Singapore until such time as the Purchaser receives its license in Singapore at which time Purchaser shall succeed to all rights and obligations, subject to the indemnities provided for in this Agreement, of the Assumed Business as provided for in the Transfer and Assumption Agreement and the Company shall thereafter have no right, title or interest in such Assumed Business or any responsibility in relation thereto other than as indemnified hereunder. The term "
Pre Closing Agreements. Parent and MDA, both acting reasonably, will identify (i) all computer software to be retained by MDA or transferred to Can AcquisitionCo and used by the other and (ii) all transitional services to be provided by Can AcquisitionCo to MDA following Closing, and will in good faith negotiate the terms and conditions of the IP License Agreement and the Transitional Services Agreement with respect thereto as agreed to by MDA and Parent, both acting reasonably, such agreements to be entered into on the Closing Date.
Pre Closing Agreements. (a) During the period from the date of this Agreement and continuing until the Closing or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, each Domestic Seller Company shall, and shall cause ZSP to: (x) carry on the Business in the ordinary and usual course of business consistent with past practice; and (y) use its Commercially Reasonable Efforts to preserve its business organization, keep available the present services of its current officers, employees and agents, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Seller Companies with respect to the Business. Without limiting the foregoing, each Domestic Seller Company shall, and shall cause ZSP to:
Pre Closing Agreements. (a) Cash Shortfall Funding. Occidental agrees to advance up to $3,000,000 to the Company pursuant to the Note prior to the Closing (the “Cash Shortfall Amount”); provided that all of such Cash Shortfall Amount is used for (i) the Company’s reasonable and customary expenses associated with negotiating and consummating this Agreement, the transactions contemplated hereby and by the Transaction and, if applicable, the Replacement Transaction (including, without limitation, the reasonable fees and expenses of consultants hired to conduct diligence and reasonable legal fees), (ii) the deposit required to be paid by the Company under the terms of the Kxxx Acquisition Agreement or, if applicable, the terms of the Replacement Transaction and (iii) reasonable operating and other expenses of the Company for the period during which the Company seeks to consummate the Transaction or, if applicable, the Replacement Transaction. Occidental will advance portions of the Cash Shortfall Amount upon (A) the written request of the Company made from time to time and (B) submission of reasonably detailed invoices related to any amount requested. The Company agrees to repay all such amounts advanced in accordance with the terms of the Note. The Company will accept cancellation of the Note as payment for the shares of Series A Preferred Stock under Section 1.2.
Pre Closing Agreements. 4.1 Negative Covenants of the Company. Between the date hereof and Closing, unless otherwise provided herein, the Company will not, and Sellers will not, on behalf of themselves or the Company, without the written consent of Purchaser:
Pre Closing Agreements
