As of the Closing Date Sample Clauses

As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 3.1(b); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable (as applicable), free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties is set forth on Schedule 3.1(b); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in Schedule 3.1(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.
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As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 5.4(b); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens, other than, in the case of Stock of OSI, those in favor of the Trustee for the benefit of itself and the holders of the Senior Notes, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties and each of their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and each of their Subsidiaries is set forth on Schedule 5.4(b); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in Schedule 5.4(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.
As of the Closing Date. For purposes of this SECTION 9.1(a) only, a "material" breach shall be a breach which in the reasonable judgment of Purchaser, exercised in good faith, exposes Purchaser or the Property to costs, expenses or damages in excess of Fifty Thousand Dollars ($50,000). If such representations, warranties and covenant of Seller have been breached prior to the Closing Date and Purchaser has notified Seller of such breach, but such breach is not "material" then Purchaser shall have no right to terminate this Contract but, upon specific written request therefor by Purchaser, a reasonable 31. estimation of such amount shall be withheld from the Purchase Price by the Purchaser pending determination of the amount of, and Seller shall indemnify, defend and hold Purchaser harmless from and against all losses, damages, costs and expenses (whether or not they eventually exceed Fifty Thousand Dollars ($50,000)), including, without limitation, reasonable attorneys' fees, charges and costs, incurred by Purchaser by reason of such breach.
As of the Closing Date. The provisions of this Section 5.1(v) shall survive for the Survival Period.
As of the Closing Date. All Business revenues relating to the period from and after the Closing shall be the responsibility and property of Purchaser upon the execution of this Agreement. All of the Business' accounts receivable outstanding as of the execution of this Agreement which relate to services prior to Closing shall be the property of the Seller and no modification of the Purchase Price herein shall be undertaken whether or not such accounts receivable are collected by Seller. Revenues and expenses from the operation of the Business relating to the period after the Closing shall be the property and liabilities, respectively, of Purchaser.
As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on SCHEDULE 3.1(B); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable (as applicable), free and clear of all Liens other than those in favor of (A) Agent for the benefit of Agent and Lenders and (B) Second Lien Agent for the benefit of Second Lien Agent and Second Lien Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties (other than Holdings) and their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and their Subsidiaries is set forth on SCHEDULE 3.1(B); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in SCHEDULE 3.1(B), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity. No Credit Party has any Subsidiaries except as set forth on SCHEDULE 3.1(B).
As of the Closing Date. (i) The representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;
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As of the Closing Date. The provisions of this Section 7.1(k) shall survive for the Survival Period.
As of the Closing Date. Purchasers agree that Deltak, Bradxx xxx the Subsidiaries shall be responsible after Closing for any and all liabilities and obligations related to, or arising from, the Power Generation Employees' employment, or termination from employment, including, without limitation, claims for continuation coverage pursuant to section 4980B of the Code, severance pay, expense reimbursement and any other benefit provided to the Power Generation Employees; provided, however, that Jasox xxxll be responsible for all claims made by Power Generation Employees prior to the Closing Date which are covered under Jason's insurance policies in effect prior to the Closing Date. The Power Generation Employees shall receive credit following Closing for services rendered while employed by Jasox xxxxx xx Closing for all purposes, including, without limitation, participation in employee benefit programs of Purchasers or any other term or condition of employment which varies with seniority. This section 9.03 is not intended to restrict the right of Purchasers, Deltak, Bradxx xx any of the Subsidiaries to terminate the employment of any person for any reason including without cause.
As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on SCHEDULE 5.4(b); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders and Permitted Encumbrances, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties and each of their Subsidiaries and the percentage of their fully diluted ownership of the Stock of each of the Credit Parties and each of their Subsidiaries is set forth on Schedule 5.4(b); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in Schedule 5.4(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.
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