Prior to Closing Clause Samples
The "Prior to Closing" clause defines the obligations, actions, or conditions that must be fulfilled by the parties before the official closing of a transaction, such as a sale or merger. This may include requirements like delivering certain documents, obtaining regulatory approvals, or ensuring that specific representations and warranties remain true up to the closing date. By clearly outlining these pre-closing requirements, the clause helps ensure that both parties are prepared for a smooth and enforceable transaction, reducing the risk of last-minute disputes or delays.
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Prior to Closing. Until the Closing, Seller (i) will operate its business in the ordinary course, (ii) will not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, commit to any operation, or series of related operations other than ordinary operating activities, reasonably anticipated by Seller to require expenditures by the owner of the Assets in excess of $50,000, or terminate, materially amend, execute or extend any material agreements affecting the Assets, (iii) will maintain insurance coverage on the Assets presently furnished by nonaffiliated third parties in the amounts and of the types presently in force, (iv) will use commercially reasonable efforts to maintain in full force and effect all Leases, (v) will maintain all material governmental permits and approvals affecting the Assets, (vi) will not transfer, farmout, sell, hypothecate, encumber or otherwise dispose of any material Assets except for sales and dispositions of oil and gas production and Equipment made in the ordinary course of business consistent with past practices and (vii) will not commit to do any of the foregoing. Buyer’s approval of any action restricted by this Section 7.2 shall be considered granted within ten (10) days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller’s written notice) of Seller’s written notice to Buyer requesting such consent unless Buyer notifies Seller to the contrary in writing during that period. In the event of an emergency, Seller may take such action as a prudent operator would take and shall notify Buyer of such action promptly thereafter. In the event Seller makes expenditures in excess of $ 25,000 other than in accordance with this Section 7.2, the Purchase Price shall be reduced by the amount of any and all such expenditures, irrespective of amount. Seller will provide daily reports to buyer showing total lease gauged production volumes, individual well tests and immediately notify buyer of any ▇▇▇▇▇ that cease to produce. With buyer’s approval, Seller will use best efforts to return any ▇▇▇▇▇ that cease to produce to producing status as soon as possible.
Prior to Closing any news releases or other media releases to the public of information with respect to the sale of the Property or any matters set forth in this Offer will be made only in the form approved by Seller in writing.
Prior to Closing. As used herein, “Compensation” shall mean the direct salaries and wages and other aggregate compensation paid to or accrued for the benefit of any employee together with all fringe benefits payable to or accrued for the benefit of such employee as to which the employer is responsible, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser shall be responsible for and shall pay (i) all Compensation with respect to the operations of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (B) to the extent of 70% of any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses to be paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation as may be reasonably required by either party), and Purchaser or Seller, as the case may be, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMA.
Prior to Closing. Until Closing, Seller or Seller’s agent shall:
Prior to Closing. 9.1.1 This Agreement may be terminated at any time prior to the Closing by the mutual written consent of each of the parties hereto.
9.1.2 This Agreement may be terminated at any time by either party by written notice given to the other party if the Closing shall not have occurred on or before March 31, 1998.
Prior to Closing. Buyer shall neither encumber nor cause any liens to be created against the Property in any way, nor shall Buyer, at any time, record this Agreement or a memorandum thereof; and
Prior to Closing. The parties may terminate this Agreement at any time prior to the Closing only as provided below:
Prior to Closing. Buyer may not assign any rights acquired hereunder or delegate any duties assumed hereunder without the prior written consent of Seller or its respective successors and assigns; provided, however, that Buyer may assign this Agreement to any wholly owned subsidiary; and any such transfer, assignment, sublease or delegation without Seller’s consent shall be null and void, ab initio. Notwithstanding anything herein to the contrary, Buyer shall remain responsible to Seller for all obligations and liabilities under this Agreement and under the Assignment, until expressly released by Seller in writing.
Prior to Closing. 7.1 Until Closing, Seller or Seller's agents shall:
Prior to Closing. Buyer will select a vendor for the provision, and arrange for the transition, of all telephony services (e.g., long distance, data circuits, and 800 number) used in connection with the operation of the Systems. If Buyer fails to effect the transition of telephony services to its selected vendor as of the Closing Date, then Buyer will reimburse Seller for all charges incurred by Seller after Closing with respect to telephony services used in connection with the operation of the Systems or in the conduct of the Business.