Obligations Surviving the Closing Sample Clauses

Obligations Surviving the Closing. 5.1 [Reserved]
Sample 1
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Obligations Surviving the Closing. 5.1 Payment of Secured Obligations and Termination of Liens and Encumbrances. Seller hereby covenants that Seller shall have arranged to pay, prior to the Closing Date, all of the indebtedness or other obligations listed on Schedule 5.1 (the “Secured Obligations”) other than the Permitted Encumbrances and for the holders of the Secured Obligations to deliver, in exchange for such payment, (i) a Financing Change Statement issued by the Ontario Personal Property Registry evidencing a discharge of such registered security interest or such other instruments and documents as Buyer may reasonably request to effectuate the removal and termination of any Encumbrances affecting any of the Purchased Assets and evidence the release by such holders of any claims they may have against the Purchased Assets or the Business, and (ii) such documents as Buyer may reasonably request to evidence the payment of such Secured Obligations. If it is determined at any time hereafter that Seller failed to remove or cause to be removed, without liability or cost or expense to Buyer and without the disposition or diminution in the value of any of the Purchased Assets, any Encumbrance on any of the Purchased Assets that was in existence prior to the Effective Time, or if any Encumbrance is imposed or placed on any of the Purchased Assets (or any replacements thereof) after the Closing Date as a result of any act or omission of Seller, occurring prior to the Effective Time, then, without limiting any other right or remedy Buyer may have, Seller shall cause such Encumbrance to be removed at no expense or liability to Buyer, and without any reduction or disposition of any of the Purchased Assets; provided, that in the first instance Buyer shall notify Seller of the Encumbrance and provide Seller with an opportunity to cause such Encumbrance to be removed.
Sample 1
Obligations Surviving the Closing 
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Related to Obligations Surviving the Closing

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • Seller’s Obligations at the Closing At the Closing, Seller shall deliver to Purchaser the following:

  • Actions at the Closing At the Closing:

  • Conditions Precedent to the Closing Conditions precedent to the Closing are as follows:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions to Purchasers’ Obligations at the Closing Purchasers' obligations to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to the Seller’s Obligations The obligations of the Seller under this Agreement are subject to the satisfaction, on or prior to the Closing, of the following conditions, all or any of which may be waived in writing by the Seller:

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

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

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