Additional Post-Closing Agreements Sample Clauses

Additional Post-Closing Agreements. (a) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting. With respect to any Seller deemed to have approved this transaction pursuant to Section 12.5 of the Operating Agreement, but which has failed, in contravention of their obligations under Section 12.5, to deliver the documents required by this Agreement, MWXI may holdback the amounts due to such member until the required closing deliveries have been made. Sellers Agent shall use his commercially reasonable efforts to obtain such deliveries promptly following the closing.
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Additional Post-Closing Agreements. (a) Buyer agrees it shall fund the necessary working capital to achieve the approved financial plan of the operations relating to Seller's Business for each Earnout Payment, and will not take any action which will materially impair the Seller's ability to achieve the Earnout Payments.
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Additional Post-Closing Agreements. The parties hereto shall use their best efforts to cause the following events to occur as soon as practicable following the Closing Date; provided, that the occurrence of the following shall not be a condition precedent to consummate the transactions contemplated by this Agreement:
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Additional Post-Closing Agreements. SECTION 9.1 BOOKS AND RECORDS; TAX MATTERS
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Additional Post-Closing Agreements. Subject to further discussion, analysis and due diligence, the parties presently intend that following consummation of the Transactions that:
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Additional Post-Closing Agreements 
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Related to Additional Post-Closing Agreements

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Closing Agreements On the Closing Date, the following activities shall occur, the following agreements shall be executed and delivered, and the respective parties thereto shall have performed all acts that are required by the terms of such activities and agreements to have been performed simultaneously with the execution and delivery thereof as of the Closing Date:

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Certain Post Closing Matters (a) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date to which the Administrative Agent may, in its exclusive discretion, agree in writing, the Loan Parties shall deliver to the Administrative Agent:

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, Seller hereby covenants and agrees as follows:

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Complete Agreement; Amendments This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

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