Effective at Closing Sample Clauses

Effective at Closing the Company shall obtain a prepaid insurance and indemnification policy with a term of up to six years providing the Company's current (and if available, former) directors and officers with coverage for events that occurred prior to the Effective Time, including in respect of the transactions contemplated by this Agreement (the "D&O INSURANCE"). The total amount paid for such D&O Insurance shall not exceed $1,500,000 (the "MAXIMUM AMOUNT"). In the event that the total premiums for such directors' and officers' insurance and indemnification policy exceed the Maximum Amount, the Company shall purchase such coverage as may be purchased at a cost equal to the Maximum Amount.
Sample 1
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Effective at Closing. Buyer shall extend to all employees of Seller who accept Buyer's offer of employment, the same basic medical and health insurance benefits provided to Parent's employees such that no loss of employment would occur for any employee if such employee accepted his or her respective offer. All employees who accept their respective offers of employment with Buyer shall immediately be and become employees of Buyer. Subject to applicable law and any limitations under Buyer's and/or Parent's existing benefit plans, Buyer shall also recognize all prior service of all of Seller's employees with Seller for purposes of determining eligibility to participate in, eligibility for benefit commencement under, and vesting purposes of each employee benefit plan to be applicable to any such employee after the Closing, and, in the case of all medical and similar benefit plans, Buyer shall cause all pre-existing conditions and waiting period requirements to be waived.
Sample 1
Effective at Closing. Seller shall and does hereby agrees to defend and hold Buyer harmless from and against any claim by any counterparty under any of the Grove Concession Agreements with respect to any occurrence prior to the Closing, including without limitation any obligation by Seller to pay or contribute to any operating deficits or capital improvements relating to the use or operation of the Grove. Seller’s obligations in the immediately-preceding sentence shall survive Closing.
Sample 1
Effective at Closing. This Agreement shall be effective as of the Closing. This Agreement shall be void and have no force or effect if the Merger Agreement is terminated prior to the Closing or the Merger is otherwise not consummated.
Sample 1

Related to Effective at Closing

  • Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the Xxxxxxx Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Actions at Closing At the Closing, the following actions will take place:

  • Funds at Closing Buyer and Seller agree that before the recording can take place, funds provided shall be in one (1) of the following forms: cash, interbank electronic transfer, money order, certified check or cashier’s check drawn on a financial institution located in the State, or any above combination that permits the Seller to convert the deposit to cash no later than the next business day.

  • Documents at Closing At the Closing, the following documents shall be delivered:

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Payments at Closing At the Closing, Buyer shall:

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.

  • Deliveries at Closing At the Closing:

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