Post-Closing Date Claims Sample Clauses

Post-Closing Date Claims. Scripps shall retain all Assets and Liabilities relating to workers’ compensation claims paid to or on behalf of Journal Broadcast Employees and Journal Newspaper Leave Employees on or after the Closing Date; and, Newco shall retain all Assets and Liabilities relating to workers’ compensation claims paid to or on behalf of Active Transferring Journal Employees or Active Transferring Scripps Employees on or after the Closing Date.
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Post-Closing Date Claims. The Acquiror shall indemnify, defend and hold the Company and its Affiliates harmless from and against any and all Liability of any kind or nature involving or related to the employment of the Transferred Employees by the Acquiror or its Affiliates from and after the Closing Date, including any Liability related to any employee benefit plan sponsored or maintained by the Acquiror or its Affiliates after the Closing or the termination of employment from the Acquiror or one of its Affiliates on or following the Closing Date.
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Post-Closing Date Claims. If, subsequent to the Closing Date, any Person shall assert a claim against any member of the SpinCo Group with respect to any injury, loss, liability, damage or expense incurred or claimed to have been incurred on or prior to the Closing Date in connection with the conduct of the Symmetry Surgical Business and such injury, loss, liability, damage or expense may have or has arisen out of insured or insurable occurrences or events under one or more of the Shared Policies, the Company shall at the time such claim is asserted (except to the extent inconsistent with Section 4.1) be deemed to assign, without need of further documentation, to SpinCo the benefit of any and all rights of an insured party under the applicable Shared Policy with respect to such asserted claim, including rights of indemnity and the right to be defended by or at the expense of the insurer; provided, however, that nothing in this Section 4.2 shall be deemed to constitute (or to reflect) the assignment of the Shared Policies, or any of them, to SpinCo.
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Related to Post-Closing Date Claims

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Access Following the Closing, subject to applicable Law and subject to Section 5.6, Buyer shall (i) retain the Books and Records and any other material documents pertaining to the Transferred Assets and Assumed Liabilities conveyed and assumed at the Closing to the extent that such materials were delivered to Buyer or are otherwise in existence in Buyer’s possession at the Closing that are required to be retained under current retention policies for a period of five (5) years from the Closing Date, and (ii) provide Seller or its representatives at Seller’s expense with reasonable access without hindering the normal operations of the Business, during normal business hours, and upon reasonable advance notice and under the supervision of Buyer’s personnel, to the Books and Records with respect to periods or occurrences prior to the Closing Date for purposes of Seller’s preparation of financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Seller. Notwithstanding the foregoing provisions of this Section 5.2(b), Buyer may withhold access, documents or information, the disclosure of which in the reasonable judgment of Buyer would (A) result in the disclosure of any trade secrets of third parties or (B) violate any Law applicable to Buyer that requires Buyer to restrict or prohibit access to such information or (C) violate any of Buyer’s obligations with respect to confidentiality (provided Buyer uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (D) result in the disclosure of any privileged information of Buyer. Following the Closing, subject to applicable Law and subject to Section 5.6, Seller shall (1) retain the Excluded Books and Records relating to the Business and any other material documents pertaining to the Transferred Assets and Assumed Liabilities not conveyed and assumed at the Closing for a period of five (5) years from the Closing Date, and (2) provide Buyer or its representatives at Buyer’s expense with reasonable access without hindering the normal operations of the Seller’s business, during normal business hours, and upon reasonable advance notice and under the supervision of Seller’s personnel, to the Excluded Books and Records relating to the Business and any other material documents pertaining to the Transferred Assets and Assumed Liabilities not conveyed and assumed at the Closing with respect to periods or occurrences prior to the Closing Date solely for Buyer’s preparation of financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Buyer. Notwithstanding the foregoing provisions of this Section 5.2(b), Seller may withhold access, documents or information, the disclosure of which in the reasonable judgment of Seller would (I) result in the disclosure of any trade secrets of third parties or (II) violate any Law applicable to Seller that requires Seller to restrict or prohibit access to such information, (III) violate any of Seller’s obligations with respect to confidentiality (provided Seller uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (IV) result in the disclosure of any privileged information of Seller. Notwithstanding anything to the contrary set forth herein, neither Seller nor Buyer shall be required by this Agreement to provide the other Party with access, documents or information in connection with a dispute, claim or litigation between Buyer or any Affiliates of Buyer, on the one hand, and Seller or any Affiliates of Seller, on the other hand, except as may be required in accordance with applicable Laws, including rules of discovery.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Closing Date Balance Sheet (a) Prior to Closing, the parties will cooperate in preparing a balance sheet dated as of the Closing Date (the "Closing Date Balance Sheet") reflecting the amount by which the value of the Purchased Assets as of the Closing Date exceeds the Assumed Liabilities as of the Closing Date (the "Net Value"). Purchaser and Seller agree that the Closing Date Balance Sheet will be prepared in a manner consistent with the balance sheet as of June 28, 1997 attached hereto as Exhibit A and will reflect an update of the Preliminary Balance Sheet (as defined in Section 3.03(b) below). Purchaser and Seller will endeavor in good faith to resolve any disputes in the determination of the Net Value and the preparation of the Preliminary Balance Sheet and the Closing Date Balance Sheet. (b) Seller shall take a physical inventory (the "Closing Inventory") of the Divisions as of the last day of the most recent month that is not more than 30 days prior to the Closing Date (or such other date as Seller and Purchaser shall mutually agree) and will prepare a preliminary balance sheet as of the date of the Closing Inventory (the "Preliminary Balance Sheet") reflecting the value of the Purchased Assets and the Assumed Liabilities as of the date of the Preliminary Balance Sheet. Purchaser and its representatives will have the right to participate in the taking of the Closing Inventory. Not less than five days prior to Closing, Seller will deliver a copy of the Preliminary Balance Sheet to Purchaser for its review. Seller and Purchaser will cooperate to determine a method reasonably acceptable to each party to make adjustments to and update the Preliminary Balance Sheet for purposes of preparing the Closing Date Balance Sheet. 3.04

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

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