Matters Disclosed Prior to Closing Sample Clauses

Matters Disclosed Prior to Closing. Seller shall not have liability after the Closing for any loss otherwise indemnifiable hereunder arising out of any matter disclosed in all material respects in this Agreement (including the Exhibits hereto) or which has been disclosed in all materials respects to Purchaser in writing prior to completion of the Closing, receipt of which writing has been acknowledged by Purchaser or its counsel prior to completion of the Closing.
Sample 1
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Matters Disclosed Prior to Closing. Seller will not be obligated to make an indemnification payment to Buyer for any breach of a representation or warranty made herein if, and only to the limited extent that, a matter involving such representation or warranty is expressly listed on Exhibit 10.1(b)(v); and for the avoidance of doubt, in no event shall Buyer ever be liable for any cost, expense, fee, or obligation related to or arising out of any Excluded Liability or any covenants, obligations or agreements set forth in Section 10.1(a)(iii), even if a matter is listed on Exhibit 10.1(b)(v) that is related to or is in any way connected with any Excluded Liability or any covenants, obligations or agreements set forth in Section 10.1(a)(iii).
Sample 1

Related to Matters Disclosed Prior to Closing

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Covenants of Seller Prior to Closing Between the date of this Agreement and the Closing:

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

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