Pre Closing Matters. Section 6.1 Covenants of Seadrill Prior to the Closing Date 15 Section 6.2 Covenant of the Company Prior to the Closing Date 15 Section 6.3 Covenant of Capricorn Holdings Prior to the Closing Date 15
Pre Closing Matters. From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:
Pre Closing Matters. From and after the date of this Agreement and until the Closing or earlier termination of the Agreement:
Pre Closing Matters. Section 7.01 Covenants of the Sellers Prior to the Closing 16 Section 7.02 Covenant of Buyer Prior to the Closing 17
Pre Closing Matters. Section 5.1 Covenants of the Seller Companies Prior to the Closing Date 17 Section 5.2 Covenant of the Buyer Companies Prior to the Closing Date 19
Pre Closing Matters. At least five (5) Business Days prior ------------------- to Closing, Seller shall deliver to Purchaser its good faith estimates of (A) the amount of Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid to Seller at the Closing plus any Indebtedness incurred on the Closing Date prior to the Merger that remains outstanding immediately after the Closing (the "Estimated Closing Indebtedness") which Estimated Closing Indebtedness shall include the estimated amount of the U.K. Loans and the Esterhazy Loan as of the Closing Date (which estimated amounts shall be separately set forth), (B) the Net Working Capital Amount at Closing (the "Estimated Closing Net Working Capital Amount"), (C) the amount of the Retention Bonuses to be transferred to the Senior Executive Plan plus the amount of the Retention Bonuses that will not be rolled-over into the Senior Executive Plan (such sum being referred to as the "Estimated Retention Bonuses"), (D) the amount of the Sales Bonuses (the "Estimated Sales Bonuses"), (E) the Net Canadian Holdback Amount, (F) the Estimated U.K. Funding Amount, and (G) the amount of the Net Interim Period Adjustment Amount (the "Estimated Net Interim Period Adjustment Amount") (which estimates shall set forth, for the Interim Period and the Offset Period, if any, the estimates of the Interim Period EBITDA, the Interim Period Capital Expenditures, the Interim Period Interest Adjustment Amount, the Interim Period Taxes and the Interim Period Adjustment Amounts) together with a reasonably detailed computation of such estimates which shall be computed in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements. The Seller will prepare in good faith and deliver to the Purchaser each of the estimated amounts set forth in clauses (A) - (G) above as soon as reasonably practicable following a request from the Purchaser and an indication of the anticipated Closing Date.
Pre Closing Matters. Until the earlier of the Closing or the termination of this Agreement, City agrees as follows:
Pre Closing Matters. (a) At least three (3) Business Days prior to the Closing Date, CCE shall deliver to ETP its good faith estimate of the amount of the SUG Expansion Project Expenses (the “Estimated SUG Expansion Project Expenses”), together with reasonably detailed support for such estimate.
Pre Closing Matters. (i) From the date hereof until the Closing, Seller shall (A) operate the Seller Property in the ordinary course of business consistent with past practices, (B) use its commercially reasonable efforts to preserve intact its relationships with third parties (including suppliers, customers, and governmental authorities), in each case in all material respects, (C) comply in all material respects with all of the rules, regulations, laws, statutes and orders of the appropriate regulatory agencies that are applicable to the operation of the Seller Property, and (D) pay all taxes with respect to the Seller Property that become due and payable prior to the Closing Date. Without limiting the generality of the foregoing, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, and except as provided below, from the date hereof until the Closing, Seller shall not: (1) make any material change in the conduct of the business related to the Seller Property or sell, lease, or otherwise dispose of any part of the Seller Property, except any part of the Seller Property having an aggregate value not exceeding fifty thousand dollars (US $50,000), provided, however, that if the Closing is delayed by Buyer pursuant to clause (i) of Section 14(g), the aggregate value shall be increased to one hundred thousand dollars (US $100,000); (2) create or allow any lien, security interest or other encumbrance on any part of the Seller Property except for Permitted Encumbrances; (3) make, or commit to make, any capital improvements to the Seller Property which could reasonably be anticipated to require future capital expenditures by Seller or Buyer in an aggregate cost in excess of fifty thousand dollars (US $50,000); (4) amend in any material respect or otherwise terminate any material Assumed Contract or material Real Estate Agreement; or (5) materially increase the compensation or benefits payable to any Potential Employee (as herein defined) or enter into or amend any employment, severance or special pay arrangement or agreement with any Potential Employee except (x) as required by applicable law, (y) as required by existing contractual arrangements, or (z) pursuant to existing compensation policies or arrangements consistent with past practice. From and after the date hereof until the Closing, Seller may, notwithstanding the provisions of clause (3) above, make any capital improvements to the Seller Property if reasonably ne...
Pre Closing Matters. 2.2.1 The Sponsors hereby agree that the Board of Directors of the Buyer shall have the exclusive right to take any and all actions relating to the operation of the Buyer prior to the Closing, including, without limitation, any determination that the conditions to Closing specified in Sections 7.1 and 7.2 (the “Closing Conditions”) of the Merger Agreement are satisfied or waived, any requests of the Company for amendments or waivers of the Merger Agreement and compliance with the Buyer’s obligations under the Merger Agreement and Commitment Letters, and each Sponsor shall be deemed to have consented to any and all such actions.
