Subsequent to the Closing Sample Clauses

Subsequent to the Closing. 7.1 Each party to this agreement shall at the request of any other furnish, execute and deliver such documents, instruments, opinions of counsel, certificates, notices or other further assurances as counsel of the requesting party shall reasonably deem necessary or desirable for effecting complete consummation of this agreement.
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Subsequent to the Closing. Developer shall prepare timely and file, or cause to be prepared and timely filed, all federal, state and local income tax returns for Mall II LLC for the period ending on the Closing Date and pay all amounts due as shown on said returns, which obligations shall survive the Closing.
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Subsequent to the Closing. 10.1 The parties shall each cooperate with the others to do all acts and execute any required documents to carry out the intention of this Agreement and to achieve the enjoyment by the parties of the fruits of their bargains, which includes a requirement that the 4 Sellers obtain an audit of their financial statements as required by Regulation S-B of the Securities and Exchange Commission.
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Subsequent to the Closing. Immediately after the closing of the transactions contemplated hereby, the authorized capital stock of the Company shall consist solely of:
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Subsequent to the Closing the Purchaser shall not (and shall cause its and its Affiliates’ employees and other Representatives not to) disclose, and shall (and shall cause its employees to) maintain the confidentiality of, all Seller Confidential Information.
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Subsequent to the Closing. The SL Shareholders hereby agree to cause the Company as soon as practicable to increase the authorized shares of Common Stock to 2,000,000,000 shares (the “Share Increase”) and to effect a reverse split of its outstanding common stock of 1:100 (the “Reverse Split”).
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Subsequent to the Closing upon reasonable notice and at reasonable times, Purchaser will or will cause the Company to grant Seller and its representatives reasonable access to the Long Beach Facility to enable Seller to perform its obligations described in Section 4.24; provided, however, that the performance by Seller of such obligations shall not interfere with the operation of the Long Beach Facility and the conduct of the Company's or the Purchaser's business at the Long Beach Facility. Seller shall be responsible for obtaining, at its expense, any environmental or other Licenses as may be required to perform such obligations; and Seller shall perform all such obligations in compliance with all applicable Laws and shall not cause the Company or the Purchaser to be in violation of any applicable Law. Upon the completion of such obligations, Seller shall promptly repair and restore the areas of the Long Beach Facility upon which investigatory, removal, clean-up or other remediation activities were conducted to a condition approximating that which existed thereon prior to conducting such activities. Without limiting the generality of the foregoing, Seller will, as appropriate, abandon all borings and wells in accordance with applicable Laws. Seller shall provixx Xxrchaser and the Company with copies of any reports, data and correspondence to and from Governmental Authorities relating to Seller's investigatory, removal, clean-up or other remediation activities. In performing its obligations pursuant to this Section 4.24, Seller and its representatives will, when on the Long Beach Facility, conform to the rules and regulations of the Company concerning health, safety and security. Seller shall indemnify, defend and hold Purchaser and the Company harmless from and against any and all Losses which may be asserted against, imposed upon or incurred by Purchaser, the Company or any of their respective agents, employees, or invitees that may result from or arise in connection with (i) the conduct by Seller or its representatives of investigatory, removal, clean-up or other remediation activities, or (ii) damage to persons or property as a result of or in connection with Seller's performance of any of its obligations contained in this Section 4.24 or any other remediation activities.
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Subsequent to the Closing. The Intergen Entities have taken all necessary and desirable action to maintain and protect each item of Proprietary Rights that they own or use. With respect to each Proprietary Right required to be identified on Schedule 3.12(a):
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Subsequent to the Closing the Buyer shall, and shall cause each of the Entities to, to the extent reasonably requested by Seller, (i) grant to the Seller and its representatives reasonable access at all reasonable times to the Entities’ books and records (including tax workpapers and returns and correspondence with tax authorities), including the right to take extracts therefrom and make copies thereof, to the extent that such books and records relate to the operations of the Entities during taxable periods ending on or prior to or that include the Closing Date, and (ii) otherwise cooperate with the Seller in connection with any audit of Taxes that relate to the business of the Entities prior to the Closing. (b) (i) Other than income Tax Returns for which any Entity is included with the Seller in a consolidated or combined Tax Return (a “Consolidated Tax Return”), the Company will prepare, or cause to be prepared, in accordance with past practices unless otherwise required by applicable Legal Requirements, and file, or cause to be filed, all Tax Returns for the Entities for all Tax periods ending on or prior to the Closing Date that are filed after the Closing Date (“Buyer Tax Returns”). The Company will provide the Seller with a copy of each Buyer Tax Return for Seller’s reasonable review and reasonable comment at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto) and shall not file any Buyer Tax Return without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned or delayed. If the Seller agrees with the Buyer Tax Returns, then the Company shall file or cause to be filed such Buyer Tax Returns. If, within twenty (20) days after the receipt of the Buyer Tax Returns, the Seller notifies the Company in writing that it reasonably disputes the manner of preparation of the Buyer Tax Returns, then the Company and the Seller shall attempt to resolve their disagreement within five (5) days following the notification of such disagreement. If the Company and the Seller are not able to resolve their disagreement, then the dispute shall be submitted to the Settlement Accountants. The parties shall use their respective best efforts to cause the Settlement Accountants to resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Settlement Accountants shall be binding on the parties. The cost of the services of the Se...
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Related to Subsequent to 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.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction of the following conditions on or before the Closing Date:

  • 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:

  • Prior to the Closing the Buyer shall provide to Seller a list of those employees of the Company whose employment Buyer intends to terminate after the Closing (the "Identified Employees") and Seller shall cause the Company prior to the Closing to show on its Financial Statements and the Preliminary Closing Balance Sheet, a liability equal to the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employees, Seller shall have the sole option to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates, or any predecessor thereof, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan prior to the first day of the first calendar quarter commencing after the Closing Date.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • 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):

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

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

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

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

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