Closing Covenants definition

Closing Covenants a) RGB's counsel's shall prepare and file Form 8-K with the SEC concerning the change of control transaction with the approval of the present Board. b) Upon closing current management shall be issued 250,000 post split common shares under Section 4 (2).
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Closing Covenants. With respect to the period following the Closing:
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Closing Covenants. With respect to the period following the Effective Time of the Merger:
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Examples of Closing Covenants in a sentence

  • In order to monitor and report on compliance with the Post- Closing Covenants discussed above, certain documents are requested by the Monitor, as outlined in Appendix 1.

  • For the avoidance of doubt, this Clause 9 (Post-Initial Closing Covenants) shall not apply to CM-CIC.

  • Post Closing Covenants....................................................................................

  • The Post Closing Covenants contained in Article 11 shall survive Closing for the period expressly specified in the applicable post closing covenant herein.

  • See: Yeon-Ok Lee & Han Woo Park, “E-Campaigning Versus the Public Official Election Act in South Korea: Causes, Consequences and Implications of Cyber-Exile,” Aslib Proceedings 65(4), 2013, 388-405.

  • In the event that any of the Post Closing Covenants are not satisfied by the date set forth for completion of such Post Closing Covenants indicated on Schedule 5.16, it shall be an Event of Default hereunder, and the Administrative Agent and Lenders shall be entitled to exercise their remedies hereunder and under the other Loan Documents.

  • As KSC was not part of the Agreement, one of the Closing Covenants provided that, except for the real estate mentioned in Clause 7.6.,11 Respondents should transfer all other assets from KSC to KMA, which should be duly proven at the Closing Date, at no cost to KMA and without any payment for or obligation to succeed KSC, or the assumption of any liability not related to KMA’s own activities (Clause 3.1, Item (b), of the Agreement).

  • Under this MCE Agreement, LHMC is tasked with monitoring the compliance of PHS with the Post-Closing Covenants contained in the Asset Purchase Agreement dated November 19, 2014 (a copy of the Post Closing Covenants are attached as Exhibit 1).

  • Ottawa, 6th FloorLansing, MI 48933VIA FEDERAL EXPRESS OVERNIGHT RE: Prime Healthcare Services – Port Huron, LLC’s Initial Monitoring Report Dear Mr. Bloomfield: The purpose of this letter is to provide Prime Healthcare Services – Port Huron, LLC’s Initial Report on the status of each of the Post Closing Covenants contained in the Asset Purchase Agreement (APA) dated November 19, 2014.

  • Effective as of the Time of Distribution, GBC shall assume and be solely responsible for (i) all liabilities and obligations related to the GBC Employees and (ii) except as specifically provided in this Article VII and except to the extent otherwise provided in this Distribution Agreement, the Merger Agreement or the Post Closing Covenants Agreement, all liabilities and obligations related to the Retained Employees that were incurred on or before the Time of Distribution.


More Definitions of Closing Covenants

Closing Covenants. Vesta will covenant to conduct its business prior to the closing only in the ordinary course, and will make other customary pre-closing covenants, including without limitation no issuances of Vesta Common Stock, options, warrants or rights to acquire Vesta Common Stock, or securities convertible into Vesta Common Stock.
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Closing Covenants means any covenant or agreement contained in this Agreement requiring the Seller Parties and their Subsidiaries (other than OpenTV and its Subsidiaries) to cause OpenTV and its Subsidiaries to take any action or refrain from taking any action, in each case prior to the Closing Date.
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Closing Covenants has the meaning given in Section 9.1(c).
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Closing Covenants shall have the meaning set forth in Section 9.2(a) hereof.
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Related to Closing Covenants

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Negative Covenants means any negative or similar restrictive covenant (including, without limitation, under Article 7) made by the Borrowers in this Agreement or in any other Loan Document.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Customary Post-Closing Consents means those consents and approvals from Governmental Authorities for the assignment of the Assets to the Buyer that are customarily obtained after the assignment of properties similar to the Assets.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Tax Covenant means the tax covenant set out in Schedule 8;

  • Covenants means the covenants set forth in Section 4 of this Agreement. To acknowledge your agreement to and acceptance of the terms and conditions of this Agreement, please sign below in the space provided within five (5) days of the date of this Agreement and return a signed copy to my attention. If the Agreement is not signed and returned within (5) days, the terms and conditions of this Agreement will be deemed withdrawn. Sincerely, MEDQUIST INC. By: Xxxxx X. Xxxxxxx President Accepted and Agreed:

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Additional Closing has the meaning set forth in Section 2.3.