Litigation Arising After the Execution Date Sample Clauses

Litigation Arising After the Execution Date. In the event litigation is commenced after the Execution Date in which Seller or any of its Affiliates is a named defendant, Seller shall have the right, in Seller’s sole discretion, to extend the Termination Date from time to time by no more than forty-five (45) days in the aggregate, provided that the Due Diligence Period has expired and Buyer is not in material breach of this Agreement. By written notice, Seller may request Buyer’s consent to a further extension of the Termination Date from time to time for an additional one hundred thirty-five (135) days in the aggregate. Within three (3) Business Days of Buyer’s receipt of such written notice from Seller, Buyer shall consent or reasonably withhold its consent to such additional extension by written notice to Seller. If Buyer does not furnish Seller with the written notice contemplated in the immediately preceding sentence in the time and in the manner provided in this Section 8.08, Buyer shall be deemed to have consented to such additional extension. Notwithstanding anything to the contrary in this Section 8.08, in the event litigation is commenced after the Execution Date in which Seller or any of its Affiliates is a named defendant, Seller may terminate this Agreement at any time, provided that Seller reimburses Buyer for reasonably and actually incurred and verifiable professional fees, not to exceed an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000), incurred in connection with this Agreement.
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Litigation Arising After the Execution Date. In the event litigation which could materially interfere with Seller’s performance of its obligations pursuant to this Agreement is commenced after the Execution Date in which Seller or any of its Affiliates is a named defendant, Seller shall have the right, in Seller’s sole discretion, to extend the Closing Date from time to time by no more than ninety (90) days in the aggregate. Notwithstanding anything to the contrary in this Section 8.07, in the event litigation which could materially interfere with Seller’s performance of its obligations pursuant to this Agreement is commenced after the Execution Date in which Seller or any of its Affiliates is a named defendant, Seller may terminate this Agreement at any time prior to the Closing Date, provided that Buyer, as Buyer’s sole remedy, receives (a) a reimbursement from Seller for Buyer’s reasonably and actually incurred and verifiable professional fees and out-of-pocket expenses, incurred in connection with this Agreement and (b) the Deposit Amount, both (a) and (b) subject to Seller’s receipt of a quitclaim deed for the Real Property from Buyer (Seller being responsible for all recording costs and transfer or similar taxes thereon).
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Related to Litigation Arising After the Execution Date

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Cooperation After Closing From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

  • Litigation Affecting Closing On the Closing Date, no proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might eventuate in any such suit, action or proceeding shall be pending or threatened.

  • No Construction as Employment Agreement Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries or affiliated entities.

  • Mail Received After Closing Following the Closing, Apple may receive and open all mail addressed to the Seller that Apple believes relates to the Business and, to the extent that such mail and the contents thereof relate to the Business or the Acquired Assets, deal with the contents thereof in its discretion, and to the extent that it does not relate thereto, shall promptly deliver same to Seller.

  • Effective Date of This Agreement and Termination Thereof (a) This Agreement shall become effective at 10:00 A.M., New York time, on the first full business day following the day on which you and the Company receive notification that the Registration Statement became effective.

  • Post Execution Events Upon execution of this Agreement, the following shall be actions shall be accomplished and documents executed and delivered as set forth in Exhibit "C" attached and incorporated by reference.

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