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.
As of the Closing Date. The provisions of this Section 7.1(k) shall survive for the Survival Period.
As of the Closing Date. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. It is understood that the Closing Date has occurred.
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. 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 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;
As of the Closing Date the Borrower is a fully reporting company with the class of securities registered pursuant to Section 12 (g) of the Securities and Exchange Act of 1934.
As of the Closing Date. (a) The Sellers shall engage the independent Certified Public Accountants of the Corporation, Svadlenak, See & Company to prepare an unaudited balance sheet of the Corporation as of the Closing Date; such unaudited balance sheet is referred to herein as the “Closing Date Balance Sheet”) and the related statements of income and retained earnings for the period commencing on January 1, 2004 and ending on the Closing Date. The Closing Date Balance Sheet (and the related statement of income) shall be prepared using a modified accrual basis of accounting consistent with that used for filing the Corporation’s federal income tax returns and the December 31, 2003 financial statements of the Corporation. In furtherance of the foregoing, the Closing Date Balance Sheet (and the related statement of income) will recognize income on all agency bill items having an inception date of coverage and an invoice date prior to or as of the Closing Date. The Closing Date Balance Sheet (and the related statement of income) shall recognize income on direct bill accounts, including contingent/profit-sharing commissions only for all direct bill commissions received prior to or as of the Closing Date.
As of the Closing Date. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
As of the Closing Date. 10.1.2 Notwithstanding any other provision of this Agreement to the contrary, effective as of the Closing Date, Seller shall (i) retain or assume each Employee Benefit Plan and each related contract and trust ("Seller Employee Benefit Plan") and all associated assets, liabilities, and obligations, and Buyer shall not assume or be liable for any of the obligations or liabilities under any Seller Employee Benefit Plan, (ii) make or cause to be made on behalf of all the Employees all contributions due to be made under each Seller Employee Benefit Plan for all periods prior to the Closing Date, and (iii) cause all Employees to be 100% vested in their accrued benefits under each Seller Employee Benefit Plan that is intended to be qualified within the meaning of section 401(a) of the Code. Additionally, Seller, at its sole cost and expense, shall take such actions as are necessary to make, or cause each Seller Employee Benefit Plan to make, appropriate distributions to Employees in accordance with such Seller Employee Benefit Plan and applicable law.