Pre-Closing Obligations. The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.
Pre-Closing Obligations. The parties covenant and agree as follows with respect to the period prior to the Closing Date:
Pre-Closing Obligations. 4.1 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Seller shall deliver or procure the delivery of the following to the Purchaser:
Pre-Closing Obligations. Asset Seller shall promptly pay, perform and discharge in full and in accordance with their respective terms, all liabilities and obligations relating to the Acquired Assets and/or the Business which accrue prior to the Closing (regardless of when they actually arise), and all other Excluded Liabilities, and Asset Buyer shall have no responsibility therefor.
Pre-Closing Obligations. As to the period of time from the execution hereof until Closing, Seller and Buyer covenant and agree as follows:
Pre-Closing Obligations. (a) From the date of this Agreement until the Closing Date, except as otherwise expressly contemplated by this Agreement, required by Applicable Law, Permit, Contract in existence as of the date of this Agreement, or any Governmental Authority, as set forth in Section 5.01 of the Seller Disclosure Schedule or with the written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause the Company Group to, use Commercially Reasonable Efforts to conduct the Business in the ordinary course of business in all material respects, including use Commercially Reasonable Efforts to (w) keep available the services of all Company Employees, (x) maintain and operate its assets and properties in a good and workmanlike manner (and consistent with good industry practice and past practices), (y) maintain all Company Intellectual Property Rights to be in full force and effect, and (z) keep all Material Contracts in full force and effect (and, where such Contracts are due to expire prior to Closing, use Commercially Reasonable Efforts to secure a renewal or extension of such Contracts on terms substantially similar to their existing terms) and comply with all of the material terms, covenants and obligations contained in all Material Contracts. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as otherwise contemplated by this Agreement, required by Applicable Law, Permit, Contract in existence as of the date of this Agreement, or any Governmental Authority, as set forth in Section 5.01 of the Seller Disclosure Schedule or with the written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall not permit any Company Group member to (and, with respect to clause (vii) below, Seller shall not and shall not permit any of its Subsidiaries to):
Pre-Closing Obligations. (a) It is understood that all filings with the SEC are displayed on XXXXX and that those filing reveal all material information pertaining to JK Acquisition and that there have been no material changes in JK Acquisition and no changes in issued stock since the most recent filings, including, without limitation, JK Acquisition’s Current Report on Form 8-K filed near the end of December 2009 reporting on the conversion by Sellers of two convertible promissory notes made payable by JK Acquisition to them. In addition, after signing this Agreement and prior to the Closing Date, in doing due diligence by the Purchaser, if material information is revealed that the Purchaser had not been previously made aware of that changes the structure and intent of this Agreement and the transaction, that the Sellers cannot correct, the Purchaser may cancel this Agreement. The Purchaser will notify the Sellers of the subject of concern and its intention to cancel this Agreement, in writing in accordance with Section 6.09 hereof.
Pre-Closing Obligations. 24 10. POST-CLOSING OBLIGATIONS ...............................................25 11. CERTAIN POST-SIGNING AND PRE-CLOSING MATTERS ...........................31 12. CONFIDENTIALITY ........................................................31 13.
Pre-Closing Obligations. Between the Effective Date of this Property Conveyance Agreement and the date of Closing, GMVRS agrees and covenants that it will: wear and tear;
Pre-Closing Obligations. EarthCare and Subsidiary shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Shareholder at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.
