Until the Closing Sample Clauses

Until the Closing the Sellers shall promptly give to the Buyer written notice upon learning of or having knowledge of any matter that may constitute a breach of any representation, warranty, agreement or covenant contained in this Agreement, which notice shall identify and describe the breach in reasonable detail.
Sample 1
Until the Closing. Buyer shall cause the information and data furnished or made available by Seller to Buyer and its officers, employees, and representatives in connection with this Agreement or Buyer's investigation of the Assets to be maintained in strict confidence.
Sample 1
Until the Closing. (i) subject to the provisions of subparagraph 12.1, the Vendor shall not enter into any obligations or commitments with respect to the Assets, which is in excess of US $2,000 for any single item or $5,000 in the aggregate (excluding any expenses related directly to the silver mining operations) without the prior consent of the Purchaser, which consent shall not be unreasonably withheld or delayed, except as may be reasonable necessary to protect, ensure life and safety or to preserve the assets or title to the Assets; and
Sample 1

Related to Until the Closing

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • 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 the Closing Buyer shall, and shall cause its Affiliates and its and their employees, agents, accountants, legal counsel and other representatives and advisers to, hold in strict confidence all, and not divulge or disclose any, information of any kind concerning the Company and its business; provided, however, that the foregoing obligation of confidence shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers, (ii) information that is or becomes available to Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers and (iii) information that is required to be disclosed by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation of any Governmental Authority; and provided further that Buyer promptly shall notify the Company of any disclosure pursuant to clause (iii) of this Section 9.2(a); and, provided, further, that the foregoing obligation of confidence shall not apply to the furnishing of information by Buyer in bona fide discussions or negotiations with prospective lenders.

  • Conduct Prior to the Closing Dignyte, eWellness and the Shareholders covenant that between the date of this Agreement and the Closing as to each of them:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • At the Closing (a) Seller will deliver to Buyer:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Operations Prior to the Closing Date (a) Sellers shall operate and carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Sellers shall keep and maintain the Purchased Assets in good operating condition and repair and shall use each of their reasonable best efforts consistent with good business practice to maintain the business organization of the Divisions intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business. In connection therewith, Sellers shall not (i) transfer or cause to be transferred from either Division any employee or agent thereof, (ii) offer employment after the Closing Date to any such employee or agent or (iii) otherwise attempt to persuade any such person to terminate his or her relationship with either Division.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing: