Operations After the Effective Time Sample Clauses

Operations After the Effective Time. Parent currently intends to maintain offices, facilities and operations of the Company at their current locations. Parent looks forward to continuing the strong relationship developed by the Company with the community in Scott, Mississippi.
Sample 1
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Operations After the Effective Time. Because Closing occurs subsequent to the Effective Time, SELLER'S operation of the Oil & Gas Interests from the Effective Time to Closing has been for the account of PURCHASER. Further, SELLER agrees to assist in the operation of the Oil & Gas Interests for a period not to exceed thirty (30) days following the actual date of Closing, or such earlier date as is mutually agreed to by SELLER and PURCHASER. The date when SELLER ceases to assist in the operation of the Oil & Gas Interests shall be referred to hereafter as the "Termination Date". From Closing to the Termination Date, as an accommodation to PURCHASER, SELLER shall make good faith efforts to assist in the operation of the Oil & Gas Interests in the ordinary course of business and in material compliance with all applicable laws, ordinances, rules and regulations, orders, terms of permits and authorizations by any governmental body which may have jurisdiction over the Oil & Gas Interests. During this period SELLER shall endeavor to (i) assist PURCHASER in the training of personnel in the operations of the Oil & Gas Interests and (ii) make royalty payments due, and handle revenue accounting, on the Oil & Gas Interests for a period of 30 days subsequent to the date of Closing. Under no circumstances shall SELLER be liable to PURCHASER from Closing to the Termination Date, in the course of its endeavors under this Paragraph 4.5, other than and only to the extent of its willful misconduct. It is understood that SELLER shall not be obligated to provide any transportation for personnel and/or equipment to and from the Oil & Gas Interests. SELLER'S actual expenses from Closing to the Termination Date shall be paid for by PURCHASER and included in the Final Accounting. SECTION 5 - GENERAL REPRESENTATIONS AND WARRANTIES
Sample 1
Operations After the Effective Time. The Selling Stockholder acknowledges that (i) following the Effective Time, Parent has the right to operate the business of the Surviving Corporation and pursue or not pursue development of the Products in any way that Parent deems appropriate in Parent’s sole discretion, (ii) Parent has no obligation to operate the Surviving Corporation or pursue development of the Products in order to achieve any Milestone or to maximize the amount of the Contingent Merger Consideration, (iii) the Contingent Merger Consideration is speculative and is subject to numerous factors outside the control of Parent, (iv) there is no assurance that the Selling Stockholder will receive any payments of Contingent Merger Consideration and Parent has not promised that any such Contingent Merger Consideration will be earned, (v) Parent owes no fiduciary duty to the Selling Stockholder, and (vi) the parties solely intend the express provisions of this Agreement to govern their contractual relationship. Notwithstanding the foregoing, Parent shall not take any action with the intent of avoiding achievement of a Milestone or payment of the Contingent Merger Consideration.
Sample 1
Operations After the Effective Time. Buyer currently intends to maintain offices, facilities and operations of the Company at their current locations. Buyer looks forward to continuing the strong relationship developed by the Company with the community in Xxxxx, Mississippi.
Sample 1

Related to Operations After the Effective Time

  • The Effective Time Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company will cause the Merger to be consummated pursuant to the DGCL by filing a certificate of merger in customary form and substance (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing and acceptance for record by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent, Merger Sub and the Company and specified in the Certificate of Merger, being referred to herein as the “Effective Time”).

  • 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.

  • Conduct of Businesses Prior to the Effective Time (a) During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, each of FNB and ANNB shall, and shall cause each of their respective Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be expected to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its covenants and agreements under this Agreement or to consummate the transactions this Agreement contemplates.

  • Conditions to the Effective Date This Restatement Agreement shall become effective on and after the date on which the following conditions shall have been satisfied (the “Effective Date”):

  • Conditions Precedent to the Effective Date The occurrence of the Effective Date pursuant to Section 13.10 is subject to the satisfaction of the following conditions:

  • Conduct Prior to the Effective Time 5.1 Conduct of Business by the Company.

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

  • Actions at the Closing At the Closing:

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

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