Closing Covenants definition

Closing Covenants a) RGB's counsel's shall prepare and file Form 8-K with the SEC concerning the change of control transaction with the approval of the present Board.

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Closing Covenants. With respect to the period following the Closing:

Closing Covenants. With respect to the period following the Effective Time of the Merger:

Examples of Closing Covenants in a sentence

• Post Closing Covenants....................................................................................

• The agreements of the parties contained in Article II ---------- (Sale and Transfer of Acquired Assets; Closing), Article VIII (Certain Post- ------------ Closing Covenants), Article IX (Mutual Covenants), Article XI (Indemnification) ---------- ---------- and Article XII (General Provisions) shall indefinitely survive the consummation ----------- of the transactions contemplated in this Agreement.

• The Post Closing Covenants contained in Article 10 shall survive Closing for the period expressly specified in the applicable post closing covenant herein.

• Effective as of the Time of Distribution, GBC shall assume and be solely responsible for (i) all liabilities and obligations related to the GBC Employees and (ii) except as specifically provided in this Article VII and except to the extent otherwise provided in this Distribution Agreement, the Merger Agreement or the Post Closing Covenants Agreement, all liabilities and obligations related to the Retained Employees that were incurred on or before the Time of Distribution.

• In order to monitor and report on compliance with the Post- Closing Covenants discussed above, certain documents are requested by the Monitor, as outlined in Appendix 1.

• In the event that any of the Post Closing Covenants are not satisfied by the date set forth for completion of such Post Closing Covenants indicated on Schedule 5.16, it shall be an Event of Default hereunder, and the Administrative Agent and Lenders shall be entitled to exercise their remedies hereunder and under the other Loan Documents.

• The Post Closing Covenants contained in Article 11 shall survive Closing for the period expressly specified in the applicable post closing covenant herein.

• For the avoidance of doubt, this Clause 9 (Post-Initial Closing Covenants) shall not apply to CM-CIC.

• Any such waiver by a party of a condition to closing of this Agreement shall also operate as a waiver and release of any corresponding covenant, agreement or other obligation relating to the same subject matter set forth in Articles V through VII (Pre- Closing Covenants of the Seller Parties; Pre-Closing and Other Covenants of Purchaser; and Certain Covenants and Agreements) of this Agreement.

• After the termination of this Agreement or the Closing, as applicable, no party to this Agreement shall have the right to assert any claim against any other party for Damages directly or indirectly incurred, resulting from or arising out of any breach of or default in any covenant or agreement contained in the Closing Covenants.

More Definitions of Closing Covenants

Closing Covenants. Vesta will covenant to conduct its business prior to the closing only in the ordinary course, and will make other customary pre-closing covenants, including without limitation no issuances of Vesta Common Stock, options, warrants or rights to acquire Vesta Common Stock, or securities convertible into Vesta Common Stock.

Closing Covenants means any covenant or agreement contained in this Agreement requiring the Seller Parties and their Subsidiaries (other than OpenTV and its Subsidiaries) to cause OpenTV and its Subsidiaries to take any action or refrain from taking any action, in each case prior to the Closing Date.

Closing Covenants has the meaning given in Section 9.1(c).

Closing Covenants shall have the meaning set forth in Section 9.2(a) hereof.