Pre-Closing Services Sample Clauses

Pre-Closing Services. The parties recognize in certain instances legal and other professional services that have been and will be provided prior to the Closing Date have been and will be rendered for the collective benefit of each of the members of the Company Group and the NextTrip Group, and, to the fullest extent permitted by Law, that each of the members of the Company Group and the NextTrip Group should be deemed to be the client with respect to such pre-Closing services for the purposes of asserting all privileges, immunities or other protections from disclosure which may be asserted under Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege and protection under the work-product doctrine (“Privilege”). To the fullest extent permitted by Law, the Company and NextTrip shall have a shared Privilege with respect to all information subject to Privilege (“Privileged Information”) which relates to such pre-Closing services. For the avoidance of doubt, Privileged Information within the scope of this Section 5.07(a) includes, but is not limited to, services rendered by legal counsel retained or employed by any of the Company or NextTrip (or any member of such party’s respective Group), including outside counsel and in-house counsel.
Sample 1Sample 2
AutoNDA by SimpleDocs
Pre-Closing Services. Prior to the Closing, during the period from the signing of this Agreement until the Closing Date, Purchaser engages the general services of Seller, such services to be as reasonably determined by Purchaser and Seller, on an as needed basis from time to time, for the amount of $17,000 to be paid on September 1, 2012, and $10,000 to be paid on the first of each month commencing October 1, 2012, until the earlier of the Closing Date or December 1, 2012, for a maximum of $47,000 in the aggregate (the initial and monthly and aggregate fees to be referred to as the “Services Fees”). Seller will provide the services to Purchaser, in the manner as Seller determines using such of its personnel in such locations as it decides is reasonably practicable, in accordance with the fulfillment of its service obligations to Purchaser. ARTICLE VIII CONDITIONS TO CLOSING; CLOSING DELIVERIES
Sample 1
Pre-Closing Services. Design-Builder shall, in a timely, diligent and professional manner in accordance with Section 2.1 and free of charge as part of its Contract Price, provide reasonable assistance to Owner in the areas identified in EXHIBIT C for the purpose of meeting the overall project schedule. For example, Design-Builder will assist in the development of a specification for the soil analysis package, assist in the development of scope of environmental permitting agencies, review the soil analysis as prepared by Owner or soil engineer retained by Owner, assist in site analysis and site lay-out, assist in writing and provide technical data and site lay-out for all permits including the air permit. Owner agrees that Owner shall be responsible for all third-party development and consulting costs for those items listed on EXHIBIT C as "Owner's Responsibilities" and for those items listed in Section 3.2 below. Design-Builder shall not have authority to contract with any third party to provide services to the Project or to act on behalf of or to otherwise bind Owner with respect to any services or costs in connection with the Project, without the prior written consent of Owner.
Sample 1
Pre-Closing Services. Between the Effective Date and the Closing Date, Seller shall provide, or cause to be provided, certain pre-closing services necessary to prepare for the Transition Period as, and in the manner, more particularly described in the attached Exhibit 2.7 (the "Pre-Closing Services"), subject to any service levels, termination of service or rights, conditions or policies applicable to Buyer and Seller as set forth in this Agreement.
Sample 1

Related to Pre-Closing Services

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • Deliverables at Closing (a) At the Closing, Buyer shall deliver to the Company:

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

  • Closing Deliverables (a) At the Closing, Seller shall deliver to Buyer the following:

  • 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) for resolving customer inquiries.

  • Training Services Fiserv shall provide training, training aids, user manuals, and other documentation for Client's use as Fiserv finds necessary to enable Client personnel to become familiar with Fiserv Services. If requested by Client, classroom training in the use and operation of Fiserv Services will be provided at a training facility designated by Fiserv. All such training aids and manuals remain Fiserv's property.

Time is Money Join Law Insider Premium to draft better contracts faster.