Following Closing. Sellers shall timely file all tax returns and reports relating to the Assets, the Contracts and the conduct of the construction, maintenance and operation of the Facility prior to Closing which have not been filed or were not yet due to be filed prior to Closing, and Sellers shall timely pay all taxes, assessments, fees, interest, penalties and governmental charges relating to the Assets, the Contracts or the conduct of the construction, maintenance and operation of the Facility prior to Closing which have not been paid or were not yet due and payable prior to Closing.
Following Closing. (a) Following Closing, Vendor shall hold title to the Assets in trust for Purchaser, as bare legal trustee, until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed and, in furtherance thereof:
Following Closing. Buyer freely may assign any or all rights or delegate any or all of its obligations under this Agreement without the express written consent of Seller or Members. No assignment shall relieve the assignor of any liability or obligation hereunder. Neither Seller nor Members may assign any rights or delegate any obligations under this Agreement without the prior written consent of Buyer, and any prohibited assignment or delegation will be null and void.
Following Closing. Buyer shall use its commercially reasonably efforts to obtain from the Department of Insurance of the State of New Jersey a waiver of the requirement that First Re maintain the Surety Bond. If Buyer obtains such waiver and, as a result of the subsequent cancellation of the Surety Bond, receives a refund of any premium paid in connection with the issuance of the Surety Bond, Buyer shall remit promptly after receipt thereof the amount of such refund to Seller.
Following Closing. Immediately following the Closing, the Parties shall take the following steps:
Following Closing. Buyer shall give full credit for all service with the Company or any affiliate thereof ("Affiliate"), and any predecessor thereto to the extent that service with such predecessor entity was recognized under the applicable Plan of the Company or any Affiliate, to each employee of the Company ("Employee") for purposes of waiting periods relating to preexisting conditions under medical plans, eligibility to participate in, vesting under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer or its subsidiaries (including, without limitation, any vacation or accrued sick pay plan or policy) on or after the Closing Date. Prior to the Closing Date, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(l) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer or its subsidiaries.
Following Closing the Purchasers shall procure at the Seller's expense (as to out of pocket expenses only) that the relevant Group Companies promptly execute all documentation, and take all other steps, which are necessary in order to transfer ownership of the xxxxxxxxxxxxxx.xx, xxxxxxxxxxxxxx.xx and xxxxxxxxxxxxxx.xxx domain names to Biocompatibles Limited or such other company as the Seller may direct.
Following Closing. Nothing contained in this Section 18 shall limit or prevent the non-defaulting party from enforcing such party’s rights that survive the Closing or the termination of this Agreement, as applicable, provided that such party was unaware of the breach of any such obligation, including representations and warranties of the defaulting party, at the time of Closing.
Following Closing. 3.1 Newco will use its best efforts to register or take other appropriate action as soon as practicable after Closing to be able to offer franchises of Microtel Hotels in all fifty (50) states within the United States of America. Newco shall register as a franchisor in all jurisdictions, which now require or from time to time during the term hereof may require such registration, in which Newco shall be actively pursuing the sale of franchises and shall otherwise conduct its Business and deal with Franchisees and prospective franchisees so as to materially comply in all respects with all applicable federal, state and local laws, rules and regulations, now in effect or hereafter enacted, affecting or governing the advertising or sale of franchises, or the relationship and dealings between franchisors and franchisees.
Following Closing. Seller shall have the right to enter the Property to the extent necessary to perform any of its obligations hereunder (and to the extent Buyer and/or South Buffalo have the right to permit such entry); PROVIDED, that (i) Seller shall provide Buyer with reasonable, prior notice of its intention to enter the Property, (ii) Buyer shall have the right, but not the obligation, to have an employee or agent of Buyer accompany Seller while it is present on the Property, and (iii) prior to entry, Seller shall execute and deliver to Buyer a waiver of liability and indemnification on Buyer's standard form.
