Following Closing Sample Clauses

Following Closing. (a) Following Closing, Vendor shall hold its title to the Assets in trust for Purchaser, as bare legal trustee, until all necessary Specific Conveyances including notifications, registrations and other steps required to transfer such title to Purchaser have been completed; (b) From the date hereof, Vendor shall represent Purchaser in all matters arising under a Title and Operating Document until Purchaser is substituted as a party thereto in the place of Vendor, whether by novation, notice of assignment or otherwise and, in furtherance thereof: (i) all payments relating to the Assets received by Vendor following Closing pursuant to the Title and Operating Document, other than those to which Vendor is entitled under Article 4, shall be received and held by Vendor in trust for Purchaser and Vendor shall promptly remit such amounts to Purchaser; (ii) Vendor shall forward all statements, notices and other information received by it pursuant to such Title and Operating Document that pertain to the Assets to Purchaser (including, without limitation, any independent operation notices and any potential acquisitions pursuant to any active areas of mutual interest in respect of the Assets) promptly following their receipt by Vendor; and (iii) Vendor shall forward to other parties to the Title and Operating Document such notices and elections pursuant to such Title and Operating Document pertaining to the Assets as Purchaser may reasonably request (including, without limitation, any elections made by Purchaser in respect of any independent operation notices and any potential acquisitions pursuant to any active areas of mutual interest in respect of the Assets); (c) Purchaser shall indemnify and save harmless Vendor from and against all of Vendor's Losses arising as a consequence of the provisions of subsection 10.3(a) and (b) hereof, except to the extent caused by the gross negligence or wilful misconduct of Vendor or its servants, agents or employees and except for Vendor's overhead and general administrative costs. Acts or omissions taken by Vendor or its servants or agents with the approval of Purchaser shall not constitute gross negligence or wilful misconduct for purposes of this subsection.

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: (i) the Vendor shall forward all statements, notices and other information received by it pursuant to such Title and Operating Document that pertain to the Assets to Purchaser promptly following its receipt thereof; (ii) the Vendor shall forward to other parties to the Title and Operating Documents such notices and elections pursuant to such Title and Operating Documents pertaining to the Assets as Purchaser may reasonably request; and provided that the Vendor shall not be required to initiate Operations in relation to the Assets. (b) Purchaser shall indemnify and save harmless the Vendor from and against all of its respective Losses and Liabilities arising as a consequence of the provisions of this Section 6.4, except to the extent caused by the gross negligence or wilful misconduct of the Vendor or its servants, agents or employees. Acts or omissions taken by the Vendor or its servants or agents on the instructions of, or with the approval or concurrence of, Purchaser shall not constitute gross negligence or wilful misconduct.

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 the Seller shall not, and shall procure that its Affiliates shall not, make any public announcement or issue any circular in connection with the existence or the subject matter of this Agreement without the prior written approval of WireCo (such approval not to be unreasonably withheld or delayed). WireCo and its Affiliates following the Closing shall be entitled to make public announcements from time to time but such public announcements shall not include commercial specificities of this Agreement other than details that WireCo is required to disclose by law or regulation or is required to disclose to its bondholders under the terms of the US$275 million 9.5% Senior Notes due 2017 issued by WireCo or any bond or security issued by WireCo or its Affiliates after the date of this Agreement.

Following Closing. Moo▇▇ ▇▇all promptly cooperate with Fidelity to assign all financing statements related to the Security Agreement to Fidelity.

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. Immediately following the Closing, the Parties shall take the following steps: (1) all directors of the Company shall deliver resignations as directors seriatim and elect nominees of Stake to fill the vacancies thereby created and all directors and officers shall deliver releases of all claims against the Company and the Company shall deliver to such directors and officers a complete release of all claims against them.

Following Closing. Seller and Purchaser shall remain liable to perform all of their respective obligations herein set forth and not performed on or before Closing and such obligations shall not "merge" into documents and other instruments delivered at Closing by operation of law or otherwise. Likewise, all representations and warranties set forth in this Agreement shall survive Closing.