On and After Closing Clause Samples
The "On and After Closing" clause defines the rights, obligations, and actions that take effect at the moment of closing and continue thereafter in a transaction, such as a sale of assets or shares. This clause typically outlines which party is responsible for certain liabilities, the transfer of ownership, and any post-closing deliverables or covenants. For example, it may specify that the buyer assumes responsibility for the business's operations from the closing date forward, while the seller must complete certain filings or provide ongoing assistance. Its core function is to clearly delineate the transition of responsibilities and ensure both parties understand their ongoing duties after the transaction is finalized.
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On and After Closing. Subject to the provisions of Section 6.3 hereof, on and after the Closing Date, none of the shares of stock of the Purchaser which are subject to the escrow provisions of this Agreement shall be transferred or pledged except pursuant to the provisions of this Agreement. The voting rights with respect to such shares shall be exercisable by the owners of such shares. Dividends, if any, declared on the Common Stock during the effectiveness of such escrow provisions shall be paid to and reinvested by the escrow agent as the parties shall agree.
On and After Closing. (a) On and after the Closing Date, none of the shares of stock of Purchaser which are subject to the escrow provisions of this Agreement shall be transferred or pledged except pursuant to the provisions of this Agreement. The voting rights with respect to such shares shall be exercisable by the owners of such shares. Dividends, if any, declared on the Purchaser Common Stock during the effectiveness of such escrow provisions shall be paid to and reinvested by the escrow agent as the parties shall agree.
(b) After the Closing Date, the Managing Shareholder and Surviving Corporation agree that they will not without the consent of Purchaser, which consent shall not be unreasonably withheld:
(i) enter into any contract or commitment or incur, or agree to incur, any liability or make any capital expenditures, except in the normal course of business consistent with past practice involving amounts less than $5,000;
(ii) create, assume, or permit to exist mortgage, pledge, or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the businesses of the Company, (2) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or materialmen's, mechanics', workers', repairmen's, employees', or other like liens arising in the ordinary course of business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or (3) liens set forth on Schedule 2.1(v) hereto;
On and After Closing. The Sellers and Seller Affiliate hereby acknowledge and agree that, regardless of any investigation made (or not made) by or on behalf of Purchaser, and regardless of the results of any such investigation, the Purchaser has entered into this transaction in express reliance upon the Sellers’ Express Representations.
On and After Closing