Pre-Closing Transactions. Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.
Pre-Closing Transactions. The Pre-Closing Transactions have been or will be consummated, as the case may be, on or prior to the respective times contemplated by the fourth paragraph of this Agreement (or such earlier times as may be contemplated by the Pre-Pricing Prospectus or the Prospectus) on the terms contemplated by this Agreement, the Pre-Pricing Prospectus and the Prospectus, and the Amendments and Waivers are in full force and effect.
Pre-Closing Transactions. Attached to Schedule 1.2 hereto is a schedule of intercompany obligations of Development, its affiliates, and certain individuals and other entities, as of September 30, 2002 (the "Intercompany Schedule"). Contemporaneously with or prior to the Closing Date, all accounts receivable or payable from or to a Participating Partnership or Entity (as defined in Exhibit D) that will be owned in whole (denoted by "I" on the attached Intercompany Schedule) or in part (denoted by "%"on the attached Intercompany Schedule), directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions, on the one hand, to or from a partnership, entity or RFM or his affiliates that will not be owned in whole or in part, directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions (denoted by "O" on the attached Intercompany Schedule), on the other hand, will be contributed/distributed, contributed, paid, merged, satisfied, written-off or forgiven, to the extent such action would be shown on an intercompany schedule updated as of the Closing Date, based on the principles used in and the method of preparation of the Intercompany Schedule as attached hereto (the "Closing Intercompany Schedule"). Notwithstanding anything to the contrary in this Agreement, the Operating Partnership shall have no right to acquire, directly or indirectly, any receivable that will result in a direct or indirect extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company within the meaning of Section 402 of the Sarbanes-Oxley Act of 2002, and any such receivable not previously sxxxxxxxx xx xxstributed shall be deemed to have been distributed by the relevant Participating Partnership or Entity to its owners immediately prior to the Closing, or if necessary, shall be forgiven effective as of the Closing. Contributors each acknowledge that no accounts payable, that the Operating Partnership, directly or indirectly, will assume immediately following consummation of the Formation Transactions, after taking into account all contributions, distributions, payments, mergers, satisfactions, write-offs or other forgiveness, will be owed to RFM or any of his affiliates (including the other Contributors).
Pre-Closing Transactions. Except as set forth on Section 3.24 of the Partnership Disclosure Schedule and except for the transactions and services provided under that certain Services and Secondment Agreement, dated September 25, 2017, by and between the Partnership and Sponsor (including coverage under insurance policies of Sponsor and its Subsidiaries), at the Closing, the Partnership or its Subsidiaries will own, hold or have the right to use (including by means of ownership of rights pursuant to licenses or other Contracts), all of the assets and properties, whether personal, real or mixed, wherever located, that are, as of the date hereof, owned by Sponsor and its Subsidiaries (other than the Partnership and its Subsidiaries) but used or held for use in the operation of the Partnership and its Subsidiaries as conducted immediately prior to the date hereof.
Pre-Closing Transactions. The Sponsor shall, or shall cause Holdings or an Affiliate thereof to, as applicable, take all actions necessary to consummate the Pre-Closing Transactions prior to the Effective Time.
Pre-Closing Transactions. (a) Prior to the First Closing, the Parent shall effect the Reorganization described in Annex B. The Parent and the Acquiror shall cooperate with each other with respect to the implementation of the Reorganization described in Annex B, including actions involving filings with Governmental Authorities, the execution of agreements, transfer documents and similar instruments and the issuance of securities. If the Parent and the Acquiror consent in writing to any action that is inconsistent with the transactions described on Annex B hereto, then Annex B shall, automatically and without further action by the parties hereto, be deemed to have been amended to the extent necessary to permit such action.
Pre-Closing Transactions. The Pre-Closing Transactions have been or will be consummated, as the case may be, on or prior to the respective times contemplated by the fifth paragraph of this Agreement (or such earlier times as may be contemplated by the Pre-Pricing Prospectus or the Prospectus) on the terms contemplated by this Agreement, the Pre-Pricing Prospectus and the Prospectus. The Pre-Closing Transactions will be legally sufficient to transfer or convey to the Partnership Entities all properties not already held by them that are, individually or in the aggregate, required to enable the Partnership Entities to conduct their operations in all material respects as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus. Upon consummation of the Pre-Closing Transactions, the Partnership Entities will succeed in all material respects to the business, assets, properties, liabilities and operations reflected by the pro forma combined financial statements of the Partnership.
Pre-Closing Transactions. Prior to the Closing, the following transactions shall be effected:
Pre-Closing Transactions. (a) Prior to the Closing, (i) Seller shall form, or cause to be formed, each New Transferred Entity; (ii) Seller shall, and shall cause its Subsidiaries to, transfer to Brazil Company all assets of Banco Barclays S.A., a company organized under the Laws of Brazil, that are primarily related to the BGI Business, (iii) Mexico Company shall incorporate a new Subsidiary (“Mexico Services”) and the entity which currently employs the Mexican employees shall transfer those employees to Mexico Services; (iv) Seller shall form Chile Holdings and Chile Company and Chilean assets of the BGI Business shall be transferred to Chile Company and (v) Seller shall cause UK Company to transfer (by distribution, sale or otherwise) the equity securities it owns in Japan Company (which equity securities comprises 9.5% of the issued and outstanding equity securities of Japan Company) to UK Holdings.
Pre-Closing Transactions. Prior to the Closing Date, Seller shall take or cause its Affiliates to take the following actions (collectively, the “Pre-Closing Transactions”):
