After Closing Clause Samples

After Closing. After the agreement is closed and ownership has officially changed hands, a few "clean-up" tasks remain for both parties. Corporate seller should change its corporate name and relinquish any fictitious name registrations if assets are purchased. Similarly, buyer should register its name with Secretary of State as a fictitious name, if necessary. Transfer gas, electric, telephones and other services. Obtain necessary keys and change all the locks as soon as practical. Seller may be required to file final tax returns. Seller must usually file final sales tax returns within a specified time limit following termination of business.

After Closing. Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

After Closing. (a) In the event that after taking possession of the Dwelling, the Purchaser shall complete and/or install any additions and/or improvements such as, but not limited to, porches, patios, plantings, paved driveways, pools or hot tubs, curbs or fences which are located within 6 feet of an external wall or within any area which interfere with the Vendor or Subdivider installing any required services, the Purchaser will remove such addition and/or improvements within 5 business days of written request from the Vendor and prior to the Vendor taking any corrective actions which it is required to take. (b) In the event that after taking possession of the Dwelling, the Purchaser shall complete and/or install any improvements, additions or alterations thereto, including, but not limited to, finishing basement, wallpapering, cabinetry and/or mouldings and/or finishings, porch tiles or finishes, pools or hot tubs the Purchaser shall be required to remove such improvements, additions or alterations at his own expense, in the event that the Vendor shall be required to carry out any repairs or replacements to the Dwelling in the area of such improvements, additions or alterations. (c) The Purchaser acknowledges that grading and sodding shall be done between June and October (weather permitting and subject to availability of supplies) of any year as per the Vendor's scheduling program. The Purchaser agrees that he shall be solely responsible for watering and general maintenance of sod from the Closing or from the date that sod is laid, whichever shall be the later, and the Vendor shall have no obligation in that regard. In the event the Vendor is, for any reason, required to replace laid sod, the Vendor shall not be obligated to do so until payment has been made therefor by the Purchaser and if so replaced, the Purchaser agrees to reimburse the Vendor for the costs and expenses of same as determined by the Vendor, which costs and expenses may be deducted from the Security Deposit at the Vendor's sole, absolute and unfettered discretion. Further, the Purchaser acknowledges that the order of closing of the Property and/or the order of completion or closing of other lots sold by the Vendor is not indicative of the order of sodding of the Property and said other lots. (d) The Purchaser covenants to occupy the Dwelling forthwith after Closing. The Purchaser agrees not to finish the whole or any part of the basement of the Dwelling for a period of 24 months after the Closing o...

After Closing. Seller and Purchaser shall, subject to the terms and conditions of this Agreement, have such rights and remedies as are available at law or in equity, except that neither Seller nor Purchaser shall be entitled to recover from the other consequential or special damages.

After Closing. Buyer shall cooperate with Seller in the investigation, defense or prosecution of any action which is pending or threatened against Seller or its affiliates with respect to the Stations, whether or not any party has notified the other of a claim for indemnity with respect to such matter. Without limiting the generality of the foregoing, Buyer shall make available its employees to give depositions or testimony and shall furnish all documentary or other evidence that Seller may reasonably request. Seller shall reimburse Buyer for all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of its obligations under this Section 11.11.

After Closing. Buyer and Sellers will cooperate with each other and provide each other such information as is required concerning Transferee Employees in order to determine whether a Transferee Employee is entitled to compensation from either party or benefits under any plan, program or arrangement sponsored or maintained by either party.

After Closing. After the Closing, each party will afford the other party, its counsel, accountants and other representatives, during normal business hours, reasonable access to the books, records and other data in such party’s possession relating directly or indirectly to the properties, liabilities or operations of the Business, with respect to periods prior to the Closing, and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party for any proper business purpose. Each party agrees for a period extending three years after the Closing not to destroy or otherwise dispose of any such records without first offering in writing to surrender such records to the other party, which party shall have ten (10) days after such offer to agree in writing to take possession thereof.

After Closing. Seller shall have access to Plant for environmental remediation work on the following terms and conditions: (i) Seller retains a right of access to Plant after the Closing for purposes of conducting environmental remediation work. Seller shall make every reasonable effort in implementing the work to reduce to the extent practicable any interference with Buyer's operations at and use of the property in question. Seller shall coordinate its need to access the Plant with Buyer's local management, including providing at least ten days' advance notice of Seller's intent to enter the Plant to conduct environmental remediation work, with such notice to include a description of Seller's plans for such work. Seller shall coordinate its plans with those of Buyer where remediation work occurs in areas of the Buyer's operations. Seller shall conduct all such environmental remediation work in accordance with all applicable laws and regulations, and shall obtain all necessary permits for such work. Buyer shall promptly provide, upon Seller's request, any signatures required for permit applications or other documentation in connection with the conduct of such work. Seller shall maintain commercial general liability insurance and worker's compensation insurance with respect to such work, in each case in commercially reasonable limits, and shall name Buyer as an additional insured in each such policy. (ii) If in the conduct of environmental remediation work, the Business Assets are damaged due to the action or inaction of Seller or Seller's agent and such damage results in an interruption of the Business as conducted by Buyer, Seller shall be liable for all Losses and consequential damages, including lost profits or business opportunities, due to such interruption, but only to the extent such Losses or consequential damages are not covered by Buyer's business interruption or other insurance. (iii) At the conclusion of any environmental remediation project by Seller at the Plant, Seller shall promptly dispose of and/or decontaminate all rubbish and debris caused by or otherwise associated with such work, and shall remove all equipment, materials and supplies, and shall restore the property in question to its condition immediately prior to the initiation of the work and leave the same ready for ordinary use, taking into account any necessary above-ground fixtures necessary for the work such as groundwater monitoring equipment. (iv) Buyer agrees to use its reasonable best eff...

After Closing. Buyer is responsible for preparing all documents relating to the transfer of Loans and Obligations not delivered by Seller at Closing, with one exception: if 3. Buyer is not granted a limited power of attorney per section 3.1(f), Seller will provide all endorsements and allonges to Notes and will execute them. However, if Buyer is granted a limited power of attorney per section 3.1(f), Buyer will prepare all endorsements and allonges to Notes and will execute them as attorney-in-fact for the Seller. The form in which Buyer will prepare the endorsements and allonges to Notes is as follows: Pay to the order of Without Recourse FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver of Reliance Bank, White Plains, NY By: Title: Attorney-in-Fact All documents Buyer prepares shall be in appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction and otherwise subject to the limitations set forth herein, and Buyer shall be solely responsible for the preparation, contents and form of such documents. Buyer hereby releases Seller from any loss or damage incurred by Buyer due to the contents and form of such documents and shall indemnify and hold Seller harmless for any action or cause of action by any person, including Buyer, arising out of the contents or form of any such documents, including without limitation, any claim relating to the adequacy or inadequacy of any of such documents or instruments for the purposes thereof. If any such documents delivered by Buyer to Seller for execution are unacceptable to Seller for any reason whatsoever, Seller may return such document to Buyer along with an explanation as to why the document is unacceptable to Seller. When requesting execution of any such document, Buyer shall furnish Seller with the Loan Pool and the Loan numbers set forth on the Schedule of Loans, and a copy of the Note(s), a copy of the Collateral Document to be transferred, and copies of any previous assignments of the applicable Collateral Document.