Before the Closing. Buyer shall deposit with Escrow Holder the Purchase Price, less the Deposit, and Buyer’s share of closing costs and prorations as provided in Article VIII below, in immediately available funds.
Before the Closing. Buyer acknowledges that it has conducted and completed all or substantially all of its business, financial, legal and other due diligence investigations regarding the Purchased Assets. From the date of this Agreement until the Closing, Sellers shall afford Buyer and its representatives access, during regular business hours and upon reasonable advance notice, to Sellers and the Purchased Assets, as Buyer may reasonably request in order to consummate the transactions contemplated by this Agreement and to plan for the transition of the Products from Sellers to Buyer.
Before the Closing the Seller will not, without the Buyer’s prior written consent, enter into any material agreement with its employees, increase the rate of compensation or bonus payable to or to become payable to any employee, or effect any changes in the management, personnel policies, or employee benefits, except in accordance with existing employment practices.
Before the Closing. Any and all non-publicly available information disclosed by or on behalf of Holding or its representatives to any of the Investors or their representatives, as part of or in connection with the negotiations leading to the execution of this Agreement, or in furtherance thereof, which information was not already known to the receiving Person, as the case may be, shall remain confidential until the Closing Date, except to the extent that such Investor in its or his reasonable judgment must disclose any such information to banks and other institutional lenders in the process of obtaining financing for the transactions contemplated hereby. If the Closing does not take place for any reason, each of the AGI Investors agrees not to further divulge or disclose or use for their benefit or purposes any such information of Holding or its Subsidiaries at any time in the future unless it has otherwise become public through no action or omission on the part of any party required hereunder to keep such information confidential. The information intended to be protected hereby shall include without limitation information with respect to finances, customers, sales, representatives, and anything else having an economic or pecuniary benefit to the disclosing party. Notwithstanding the foregoing, if any party is required by law or regulation to disclose any information covered by this clause (a), the party under such disclosure obligation will provide the party who disclosed such information with prompt notice of such disclosure obligation so that the disclosing party may seek a protective order or take other appropriate action and/or waive compliance with this Section 9(a) to the extent of such required disclosure. In the absence of such a waiver, if any party is, in the opinion of its counsel, compelled to disclose any such information of any other party upon pain of liability for contempt or other censure or penalty, the party under such disclosure obligation may disclose such information to the relevant court or other tribunal or governmental authority without liability hereunder, but notwithstanding such disclosure, such information shall remain confidential under this Section 9(a) after such disclosure.
Before the Closing. New Trust's Board shall have authorized the issuance of, and New Fund shall have issued, ten New Fund Share in each class ("INITIAL SHARES") to the Adviser or an affiliate thereof in consideration of the payment of $10.00 each to take whatever action it may be required to take as New Fund's sole shareholder pursuant to paragraph 5.6;
Before the Closing. Trust’s Board shall have authorized the issuance of, and each New Fund shall have issued, one New Fund Share (“Initial Share”) to U.S. Global Brokerage, Inc., the Trust’s distributor (“Distributor”), or an affiliate thereof (“sole shareholder”) in consideration of the payment of $10.00 to take whatever action it may be required to take as each New Fund’s sole shareholder pursuant to paragraph 5.8;
Before the Closing the Board of Directors of the Company shall adopt such resolutions and take all such other actions as may be necessary to provide that each warrant to purchase shares of Company Common Stock ("Warrants") outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall become exercisable as of the Effective Time for a lump sum payment equal to the excess, if any, of (i) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the Common Stock Merger Consideration over (ii) the product of (x) the number of shares of Company Common Stock subject to such Warrant and (y) the per share exercise price of such Warrant. Parent shall cause the Surviving Company to (x) as promptly as practicable after the Effective Time, notify each record holder of a Warrant in writing of the consummation of the Merger and that such holder may obtain such payment by exercising its Warrant in accordance with its terms and (y) make such payment as promptly as practicable upon exercise of a Warrant by the holder thereof in accordance with its terms.
Before the Closing no Acquired Entity will, without the prior written consent of Buyer, (i) amend any previously filed Tax Return, (ii) incur any material Liability for Taxes, except in the ordinary course of business, (iii) make, revoke, or change any Tax election, (iv) adopt or change any Tax accounting method or Tax accounting practice, (v) enter into any agreement to extend or waive the statutory period of limitations for the assessment or collection of any Tax, (vi) enter into any settlement, agreement, or consent with respect to any claimed, proposed, or asserted Tax deficiency or assessment of Tax, or (vii) settle, adjust, or compromise any Tax audit or other Tax Proceeding.
Before the Closing the InterCept Parties shall (i) provide the Sellers and their designees (officers, counsel, accountants, actuaries, and other authorized representatives) with such information as they may from time to time reasonably request with respect to the InterCept Parties and the Contemplated Transactions; (ii) provide the Sellers and their designees complete access to the books, records, offices, personnel, counsel, accountants and actuaries of the InterCept Parties as the Sellers and their designees may from time to time reasonably request; and (iii) permit the Sellers and their designees to make such inspections of the InterCept Parties' premises and properties as the Sellers may request. All inspections and reviews shall be made under such supervision or other procedures as the InterCept Parties shall deem reasonably fit to require. No such investigation shall limit or modify in any way the obligations of the InterCept parties with respect to any breach, inaccuracy or untruth of the representations, warranties, covenants, or agreements contained in this Agreement. Any information so furnished by the InterCept Parties or their designees shall be true, current and complete in all respects and shall not contain any untrue statement of a fact or omit to state a fact required to be stated therein or necessary to make the statements therein not misleading.
Before the Closing. Buyer shall obtain and deliver to the Title Company an as-built survey of Company Facility (the "Survey") prepared by a registered land surveyor or engineer, licensed in Texas, dated no more than 90 days prior to the date hereof, certified to Buyer, the Title Company, and such other entities as Buyer may designate and conforming to current ALTA/ACSM Minimum Detail Requirements for Land Title Surveys, sufficient to allow the Title Company to limit the standard printed survey exception to "shortages in area" only. Each Survey shall show access from the land to public roads and shall include a flood plain certification.
