Pre-Closing Action Sample Clauses

A Pre-Closing Action clause outlines specific actions or obligations that parties must complete before the formal closing of a transaction, such as a merger or acquisition. These actions may include obtaining regulatory approvals, securing third-party consents, or delivering required documents. By clearly defining these pre-closing requirements, the clause ensures that all necessary conditions are met to facilitate a smooth and enforceable closing, thereby reducing the risk of last-minute delays or disputes.
Pre-Closing Action. Upon the terms and subject to the conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable law in connection with approvals of or filings with any Governmental Entity), (ii) to satisfy the conditions precedent to the obligations of such party hereto, (iii) to obtain any consent, authorization, order, or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Seller, Purchaser, or any of their respective Subsidiaries in connection with the Acquisition or the taking of any action contemplated by this Agreement, (iv) to effect all necessary registrations and filings, and (v) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the Acquisition or this Agreement, including promptly appealing any adverse court or administrative decision.
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Pre-Closing Action. Seller and the Company shall, and shall cause their respective Subsidiaries to, take all of the actions described on Schedule 6.1(g)-1 prior to May 15, 2006, and take all of the actions described on Schedule 6.1(g)-2 prior to the Closing Date, in each case in a manner reasonably satisfactory to each FIM Investor.
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Pre-Closing Action. As promptly as practicable, GSLLC and the Corporation will: (i) use commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated hereby by the Closing Date; (ii) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by GSLLC or the Corporation pursuant to Applicable Law in connection with this Agreement, the sale and transfer of the Securities pursuant hereto and the consummation of the other transactions contemplated hereby; and (iii) use all commercially reasonable efforts to obtain, or cause to be obtained, all consents necessary to be obtained by them in order to consummate the transactions contemplated pursuant to this Agreement.
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Pre-Closing Action. (a) The Sellers and the Company shall, and shall cause each of their respective Subsidiaries to cooperate with Buyers to, take such actions prior to the Closing Date (each, a “Pre-Closing Action”) in the manner the Buyers may reasonably request for tax or other purposes, to be effective and completed on or prior to the Closing Date; provided, however, that no such Pre-Closing Action would impair or delay the consummation of the transactions described herein, or result in any adverse financial, tax or other consequence for the Sellers, their direct and indirect equityholders, the Company or any of its Subsidiaries for which they are not fully compensated for by the Buyers in each case, and, provided, further, that no such Pre-Closing Action may result in the treatment of the Company or any of its foreign Subsidiaries as a corporation for U.S. federal income tax purposes. A Pre-Closing Action may include internal reorganizations, assets transfers, liquidations, contributions or consolidations of the Company or its Subsidiaries or the implementation of alternative transaction structures to effect the transactions contemplated by this Agreement. The Buyers shall be obligated to pay all out-of-pocket fees, expenses and costs of the Sellers and their direct and indirect equityholders, the Company and its Subsidiaries as a result of such Pre-Closing Action which are disclosed to the Buyers as promptly as reasonably practicable after such Pre-Closing Action is requested, including (i) any incremental increases in Tax liabilities or decreases in Tax assets and benefits of the Sellers and their direct and indirect equityholders as determined by Sellers in their sole discretion (such discretion to be exercised reasonably and in good faith), and (ii) any reasonable out-of-pocket expenses of unrelated third-party financial, legal or other professional advisors incurred in connection with determining the financial, tax and other consequences of such Pre-Closing Action. For the avoidance of doubt, the use of any tax losses, tax loss carryforwards and similar tax attributes which exist in the Company or any of its Subsidiaries, including pursuant to a transaction which effectively converts pre-closing Dutch tax loss carryforwards into tax amortizable basis of Systagenix Wound Management IP Co B.V. (or the fiscal unity of which it is a member), or any similar transaction, shall not be a cost covered by the immediately preceding sentence. All such expenses incurred in conne...
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Pre-Closing Action. 3.1 Pre Closing Covenant (a) Prior to or on the Closing Date: (i) LR shall procure that the quotaholders’ meeting of NewCo is convened and held to resolve upon a capital increase of an amount (including any potential quota premium) that the Parties will determine and agree in good faith (the “Capital Increase”), as follows: (A) a portion of the Capital Increase reserved for the subscription of, and to be fully paid in by, LR by means of the contribution in kind of the SAFE Shares, for an amount, which the Parties will determine and agree in good faith, so that upon subscription by both Parties of the Capital Increase, LR will own a quota representing, on a fully diluted basis, 51% of the NewCo’s corporate capital (the “Capital Increase LR Portion”); and (B) a portion of the Capital Increase reserved for the subscription of, and to be fully paid in by, CE by means of the contribution in kind of (I) the CEC Shares and the Compression Shares, if the CE Combination is not completed, or (II) the CM Shares, if the CE Combination is completed, for an amount, which the Parties will determine and agree in good faith, so that upon subscription by both Parties of the Capital Increase, CE will own a quota representing, on a fully diluted basis, 49% of the NewCo’s corporate capital (the “Capital Increase CE Portion”), it being understood that the percentages over the entire corporate capital of NewCo of LR Quota and CE Quota as resulting from the subscription of the Capital Increase shall not be subject to any adjustment and/or revision nor shall require any further cash injection by either Party (without prejudice to further post Closing capital increases or extraordinary transactions or as otherwise provided in this Agreement); and (ii) LR shall procure that the quotaholders’ meeting of NewCo is convened and held to resolve upon the adoption of the NewCo By-Laws. (b) From the date of this Agreement until the Closing Date, LR shall use its reasonable endeavours to extract all SAFE Group Companies from any services, assets or facilities shared between the SAFE Group Companies and the LR Group Companies, with the aim of making the SAFE Group Companies independent from such shared services, assets and facilities. (c) From the date of this Agreement until the Closing Date, CE shall use its reasonable endeavours to extract all Compression Group Companies from any services, assets or facilities shared between the Compression Group Companies and the CE Group Companies, with ...
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Pre-Closing Action. Prior to the Closing, Seller shall cause the actions set forth on Schedule A (such actions collectively, the “Restructuring”) to occur.
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Related to Pre-Closing Action

  • Pre-Closing Actions As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Subscription Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any Contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents.

  • Post-Closing Actions Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Closing Actions 7.2.1 On the Closing Date, the Parties shall perform the following actions (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • 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.