Following Closing. Sellers shall timely file all tax returns and reports relating to the Assets, the Contracts and the conduct of the construction, maintenance and operation of the Facility prior to Closing which have not been filed or were not yet due to be filed prior to Closing, and Sellers shall timely pay all taxes, assessments, fees, interest, penalties and governmental charges relating to the Assets, the Contracts or the conduct of the construction, maintenance and operation of the Facility prior to Closing which have not been paid or were not yet due and payable prior to Closing.
Following Closing. (a) Following Closing, Vendor shall hold title to the Assets in trust for Purchaser, as bare legal trustee, until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed and, in furtherance thereof:
Following Closing the Seller shall not, and shall procure that its Affiliates shall not, make any public announcement or issue any circular in connection with the existence or the subject matter of this Agreement without the prior written approval of WireCo (such approval not to be unreasonably withheld or delayed). WireCo and its Affiliates following the Closing shall be entitled to make public announcements from time to time but such public announcements shall not include commercial specificities of this Agreement other than details that WireCo is required to disclose by law or regulation or is required to disclose to its bondholders under the terms of the US$275 million 9.5% Senior Notes due 2017 issued by WireCo or any bond or security issued by WireCo or its Affiliates after the date of this Agreement.
Following Closing. Immediately following the Closing, the Parties shall take the following steps:
Following Closing. Buyer shall use its commercially reasonably efforts to obtain from the Department of Insurance of the State of New Jersey a waiver of the requirement that First Re maintain the Surety Bond. If Buyer obtains such waiver and, as a result of the subsequent cancellation of the Surety Bond, receives a refund of any premium paid in connection with the issuance of the Surety Bond, Buyer shall remit promptly after receipt thereof the amount of such refund to Seller.
Following Closing. Buyer shall not and shall cause its Affiliates (including New Property Owner) not to use (directly or indirectly, in any manner or for any reason) the Guest Data until the Property Lease Expiration Date. Following Closing, each of Buyer and Seller shall not and shall cause its respective Affiliates (including New Property Owner in the case of Buyer) not to use the Guest Data (a) in contravention of the terms of the customer agreement, consent, privacy policies or other policies of Seller or any of its Affiliates applicable to such Guest Data (each a “Seller Privacy Policy”) but only to the extent that such Seller Privacy Policies (i) are consistent with the privacy policies applicable to data collected at facilities owned or operated by Seller or any of its Affiliates that are located in Nevada and (ii) with respect to modifications, updates or introduction of Seller Privacy Policies after the Effective Date but prior to the Property Lease Expiration Date, do not disproportionately adversely impact the hotel and casino operations at the Property, (b) in any activity that would be reasonably expected to constitute spamming, or (c) to offer, solicit or promote any illegal, obscene, inappropriate, adult oriented, or pornographic material or activity or to engage in any activity in violation of any applicable laws or the terms of the Seller Privacy Policies. Notwithstanding the foregoing, Buyer (and New Property Owner) shall no longer be required to comply with Seller’s Privacy Policies following the Property Lease Expiration Date and thereafter following the date that Buyer (or New Property Owner) has notified Persons to whom Guest Data relates of Buyer’s or New Owner’s customer agreements, consents, privacy policies or other policies applicable to Guest Data (each a “Buyer’s Privacy Policy”) so long as (i) Buyer’s Privacy Policies are no less protective of such Guest Data than Seller’s Privacy Policies and (ii) Buyer’s Privacy Policies comply with all Legal Requirements. Following the Property Lease Expiration Date, there shall be no restriction on the ability of Buyer, its Affiliates (including New Property Owner) or any successor-in-interest to Buyer (including any lender or any of lender’s designees) to, sell or transfer the Guest Data to any other Person or to use the Guest Data in any manner that is not in violation of (x) Seller’s Privacy Policies or Buyer’s Privacy Policies, as applicable in accordance with the immediately preceding sentence, (y) Lega...
Following Closing. Buyer shall give full credit for all service with the Company or any affiliate thereof ("Affiliate"), and any predecessor thereto to the extent that service with such predecessor entity was recognized under the applicable Plan of the Company or any Affiliate, to each employee of the Company ("Employee") for purposes of waiting periods relating to preexisting conditions under medical plans, eligibility to participate in, vesting under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer or its subsidiaries (including, without limitation, any vacation or accrued sick pay plan or policy) on or after the Closing Date. Prior to the Closing Date, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(l) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer or its subsidiaries. 23
Following Closing. Buyer freely may assign any or all rights or delegate any or all of its obligations under this Agreement without the express written consent of Seller or Members. No assignment shall relieve the assignor of any liability or obligation hereunder. Neither Seller nor Members may assign any rights or delegate any obligations under this Agreement without the prior written consent of Buyer, and any prohibited assignment or delegation will be null and void.
Following Closing. In the event that the Closing occurs, the representations and warranties of the Parties contained in this Agreement or in any other Transaction Document shall survive the Closing for a period of two (2) years thereafter, and the covenants and agreements of the Parties contained in this Agreement or in any other Transaction Document shall survive the Closing until fully performed, provided that the Parties acknowledge and agree that, in the event that the Closing occurs, the Confidential Information of Olenox shall become the property of New Asia and therefore the obligations on New Asia as set forth in Section 7.10 shall cease to apply to New Asia as the Receiving Party of such Confidential Information at such time.
Following Closing. A. Buyer, Company, Seller Shareholder and the common parent of the consolidated group which (prior to the Effective Date) includes Company, shall all take such actions, and file such forms, returns and information (including, but without limitation, Form 8023), at such time or times and in such manner, as shall be necessary so that, as permitted under Section 338(h)(10) of the Code, Company's basis in its assets, following the Closing but effective immediately following the Effective Date, shall be stepped-up to include the Purchase Price, as finally adjusted, and any deemed purchase price relating to liabilities to which Company's assets are subject at the Effective Date. Provided the covenants in this Section 7.5A and in Section 7.5B are satisfied by Seller Shareholder, by such common parent and, to the extent of Seller Shareholder's control, by Company, Seller Shareholder makes no representation or warranty as to whether such step-up in basis will be allowed.
