Buyers Obligations After Closing Sample Clauses

Buyers Obligations After Closing. Upon and after Closing, except to the extent reflected in an upward Purchase Price Allocations and Adjustments, Buyer will assume and perform all the obligations, liabilities, and duties relating or with respect to the ownership and/or operation of the Assets that are attributable to periods from and after the Effective Time, together with the Plugging and Abandonment Obligations, the Environmental Obligations, and all other obligations assumed by Buyer under this Agreement (collectively, the “Assumed Obligations”). Without limiting the generality of the foregoing, the Assumed Obligations shall also specifically include:
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Buyers Obligations After Closing. Upon and after Closing, Buyer will unconditionally and irrevocably assume, pay, perform and discharge all of the liabilities, obligations and duties with respect to the ownership of the Assets on or after the Closing Date, except as otherwise provided in this Agreement (the "Buyer's Assumed Obligations"). The Buyer's Assumed Obligations include without limitation:
Buyers Obligations After Closing. Upon and after Closing, exclusive of the Retained Obligations and subject to Buyer’s remedies for a breach of any representation, warranty or covenant made by Seller herein, Buyer will cause the Target Entities to assume full responsibility and liability for and perform all the obligations, liabilities and duties with respect to, arising from, related to or attributable to the ownership and operation of the Assets, including, but not limited to, the Plugging and Abandonment Obligations and the Environmental Obligations (collectively, the “Assumed Obligations”). Without limiting the generality of the foregoing, the Assumed Obligations shall also specifically include:
Buyers Obligations After Closing. From and after the Closing, Buyer shall be liable for liabilities associated with the conduct of its business and its use or disposition of the Assets in connection therewith, including, but not limited to, the following liabilities:
Buyers Obligations After Closing. Buyer agrees to indemnify and hold harmless Seller against, and in respect of, any and all claims, losses, expenses, costs obligations, and liabilities they may incur by reason of Buyers breach of or failure to perform any of its warranties, guaranties, commitments, or covenants in this Agreement, or by reason of any act or omission of Buyer, or any of its successors or assigns, after the Closing Date, that constitutes a breach or default under, or a failure to perform, any obligation under this Agreement. Promptly following closing, Buyers Board of Directors will be increased to six (6) Directors, three (3) of whom shall be appointed by Seller, subject to compliance with applicable corporate and securities laws.
Buyers Obligations After Closing. Buyers' Release of Claims: Commencing on the Closing Date and forever thereafter, Buyers shall not pursue, and hereby release Sellers from, any and all claims relating to the following items (the "Claims"):
Buyers Obligations After Closing. 10.1 Buyer will indemnify and hold harmless Seller against, and in respect of, claims, losses, expenses, costs, obligations, and liabilities Seller may incur by reason of Buyer's breach of or failure to perform any of its warranties or commitments in this Agreement, or by reason of any act or omission of Buyer after the Closing Date, that constitutes a breach or default under, or a failure to perform, any obligation or liability of Seller under the Premises Lease or any equipment lease which Buyer expressly assumes.
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Buyers Obligations After Closing. A. BUYER'S INDEMNITY
Buyers Obligations After Closing. Buyer agrees that the Property shall only be used for the Project. In all events: (i) the Property shall not be used for any purpose other than the Project, or (ii) the Property may not be sold, transferred, conveyed or assigned by Buyer to any party other than Seller, except as may be approved by Seller, otherwise, Buyer shall reconvey the Property to Seller pursuant to the following provisions and such following provisions shall be included in the grant deed in which Buyer is referred to as (“Grantee”) and Seller is referred to as (“Grantor”):
Buyers Obligations After Closing. 7.1 Buyer shall indemnify, defend, and hold harmless the NetPage Parties against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys' fees, that they shall incur or suffer, which arise, result from, or relate to any breach of, or failure by Buyer to perform, any of their representations, warranties, covenants, or agreements in this agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Buyer under this agreement unless the NetPage Parties as of the date of this agreement, had actual knowledge of any misrepresentation, breach or failure (with the burden of proving such actual knowledge upon Buyer). Notwithstanding anything to the contrary contained herein, the liability of the Buyer to the NetPage Parties pursuant to this Article 7 shall not commence until the NetPage Parties have experienced losses in excess
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