Post-Closing Breach Sample Clauses

Post-Closing Breach. The provisions of Sections 9.1 and 9.2 notwithstanding, either party shall be entitled, in addition to any other remedies available under this Agreement or otherwise, to seek damages for any post-Closing breach by the other party of its representations, warranties or covenants hereunder.
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Post-Closing Breach. The provisions of this Article X notwithstanding, either party shall be entitled, in addition to any other remedies available under this Agreement or otherwise, to seek damages for any post-Closing breach by the other party of its representations, warranties or covenants hereunder, other than an Acquisition Default.

Related to Post-Closing Breach

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Post-Closing Confidentiality From and after the Closing, the Sellers and Wind Down Co. will, and will cause their respective Affiliates to, hold in strict confidence, and will not use to the detriment of Buyer or any of its Affiliates, all non-public information with respect to the Business, the Acquired Assets or the Assumed Liabilities. Notwithstanding anything to the contrary contained herein, any Seller or Wind Down Co. may disclose such information (a) if such Seller or Wind Down Co. is compelled to disclose the same by judicial or administrative process or by other requirements of law (but subject to the following provisions of this Section 5.18), (b) if the same currently is in the public domain or hereafter is in the public domain through no fault of such Seller or Wind Down Co. or any of its Affiliates or (c) if the same is later acquired by such Seller or Wind Down Co. or any of its Affiliates from another source that is not under an obligation to another Person to keep such information confidential, or (d) if necessary in connection with the administration of the Bankruptcy Cases and the wind-down of the Sellers’ estates. If any Seller, Wind Down Co. or any of its Affiliates (the “Disclosing Party”) becomes legally required (by interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, rule of civil procedure or other similar process) to disclose any such non-public confidential information, the Disclosing Party shall provide Buyer with prompt written notice of any such requirement so that Buyer may seek, at Buyer’s sole cost and expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 5.18. If, in the absence of a protective order or other remedy or the receipt of a waiver by Buyer, the Disclosing Party nonetheless, based on the written advice of outside counsel, is required to disclose such non-public confidential information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Disclosing Party, without liability hereunder, may disclose that portion of such information which such counsel advises the Disclosing Party it is legally required to disclose. Each of the Sellers and or Wind Down Co. acknowledges and agrees that money damages would not be an adequate remedy for any breach of its agreements contained in this Section 5.18 and that in addition to any other remedies available to Buyer, Buyer shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Section 5.18.

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

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