Until Closing Clause Samples
The "Until Closing" clause defines the period during which certain obligations, rights, or conditions remain in effect up to the closing date of a transaction. In practice, this means that parties must continue to fulfill specific duties, such as maintaining business operations or refraining from certain actions, until the transaction is officially completed. This clause ensures continuity and protects the interests of both parties by preventing changes that could affect the value or terms of the deal before it is finalized.
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Until Closing. Buyer shall cause the following:
(i) The operation of Buyer's Business to preserve the value of Corporation's assets. No sale, transfer or wasting of any assets will be permitted other than in the ordinary course of business or with the consent of Sellers.
(ii) The Business of Buyer to be operated in the usual and normal manner.
(iii) The payment of all obligations of the Buyer as they mature and become due.
(iv) The operation of the Buyer's business so as to not violate any governmental laws and regulations.
Until Closing. Buyer's authorized representatives, including its appraisers, architects and engineers, shall have access to the Property and to all Seller's records and information regarding the Property (whether on the Property or at Seller's offices) during normal business hours and after at least 24 hours prior written or oral notice. Any entry on the Property by Buyer's authorized representatives shall not interfere with the rights of tenants in possession, and shall be subject to the provisions of Section 11(b).
Until Closing. (1) Buyer shall notify Seller promptly after Buyer obtains Actual Knowledge that any representation or warranty of Seller contained in this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or that any covenant or agreement to be performed or observed by Seller prior to or on the Closing Date has not been so performed or observed in any material respect; and
(2) Seller shall notify Buyer promptly after Seller obtains Actual Knowledge that any representation or warranty of Buyer contained in this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or that any covenant or agreement to be performed or observed by Buyer prior to or on the Closing Date has not been so performed or observed in any material respect.
Until Closing. Seller shall, at its sole cost and expense, keep the Property and the improvements thereon constantly insured with its customary insurance company against loss by fire and other casualties with extended coverage in the same amounts as currently carried by Seller as of the date hereof.
Until Closing the Seller shall continue the operation of the Project in the normal and usual manner and in compliance with the Regulatory Agreement, will not remove any improvements or Personalty, except for repair or replacement, and the Project will be managed, operated, maintained, repaired and redecorated in the ordinary course of business and in such manner as to maintain the Project in all material respects in no less satisfactory condition than exists as of the date hereof. The Purchaser shall have the right to re- inspect the Project during the period commencing not earlier than five (5) days prior to the Closing and ending on the Closing solely for purposes of verifying the maintenance of the Project in accordance with this paragraph.
Until Closing. Buyer and its designated employees, agents, architects, engineers, and independent contractors shall have the right to further investigate the Property. Buyer shall and does hereby indemnify and hold Seller harmless from and against any and all claims, attorneys’ fees or liabilities including, but not limited to, claims and mechanics’ liens incurred or sustained by Seller, asserted against Seller or imposed upon the Property as a result of Buyer’s acts or omissions in connection with any investigation of the Property. Buyer will restore the Property to its pre-investigation condition at Buyer’s sole cost and expense if this transaction does not close. Until restoration is complete, Buyer will take all steps necessary to ensure that any conditions on the Property created by Buyer’s testing will not create any dangerous or unhealthy condition on the Property. In addition, prior to any physical testing, drilling or other physical disturbance, Seller may require Buyer to provide Seller with proof of comprehensive general liability insurance naming Seller as an additional insured in an amount and with coverages reasonably satisfactory to Seller. This indemnity provision will survive the Closing or any earlier termination of this Agreement.
Until Closing. Seller hereby grants to Buyer permission to contact governmental and quasi-governmental entities for the purposes of obtaining further information concerning the Property.
Until Closing. Buyer and its partners, --------------- attorneys, agents, employees and consultants will treat the information disclosed to it by the Partners and marked as confidential information, giving it the same care as Buyer's own confidential information, and make no use of any such confidential information not independently known to Buyer except in connection with the transactions contemplated hereby. In the event of any termination of this Agreement in accordance with its terms, Buyer shall promptly return copies of all such confidential information to the Partners. In addition, the parties shall agree to any press release to be issued regarding this transaction, and except as required by applicable law, neither party shall issue any such release or make any statement to the media without the other party's consent, which shall not be unreasonably withheld.