Post-Closing Contract definition

Post-Closing Contract means any Insurance Contract or other product sold by the Company or a Transferred Subsidiary during any period beginning after the Closing Date that is substantially the same as a Pre-Closing Contract.
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Examples of Post-Closing Contract in a sentence

  • Seller agrees that each Post-Closing Contract shall be deemed an Excluded Asset and an Excluded Liability until Buyer expressly assumes such Post-Closing Contract in accordance with this Section 1.5, and Seller will not terminate or breach (or cause a breach of) the Post-Closing Contracts for a period of sixty (60) days following the Closing Date in furtherance of the provisions set forth herein.

  • In the event such cure costs exceed the Overall Cure Cap, Purchaser shall be responsible for such excess amounts; provided, however, that in the event Purchaser, Seller, and the counterparty to a Post-Closing Contract are unable to reach an agreement as to cure amount, or if the Bankruptcy Court adjudicates a dispute over a cure amount in an amount unacceptable to Purchaser, Purchaser shall have the right to not take assignment of such Post-Closing Contract and shall not be responsible for any cure amount.

  • Excepting solely the ----------------------------------------------- Post-Closing Contract Liabilities, if any, Seller shall indemnify, defend and hold Purchaser harmless from and against all claims, demands, losses, expenses, and liabilities, including but not limited to reasonable attorneys' fees, arising in any fashion out of any non-assumed Liabilities or Obligations of Seller.

  • Seller shall provide Silvercrest with reasonable access to its books and records in order to allow Silvercrest to confirm that all such applicable Post-Closing Contract Payments were in fact forwarded on to Silvercrest.

  • As used herein, "Post-Closing Contract Liabilities" shall mean those liabilities of the Company to fulfill and perform its obligations under its contracts then in effect and that were entered into with the approval of the Board but only to the extent that such obligations accrue and are payable after the closing of the purchase of the assets of the Company by the Purchasing Member and are not the result of any default by the Company prior to such closing).

  • In connection therewith, Buyer shall cause the Transferred Company to assume, and undertake to pay, perform and discharge as and when due, all Assumed Post-Closing Contract Liabilities with respect to the Transferred TMA-Related Contracts.

  • In connection with the Post-Closing Contract Transfer, Buyer agrees to (i) assume the Post-Closing Contracts and all liabilities and obligations arising thereunder and (ii) perform under all such obligations as if Buyer had originally entered into such Post-Closing Contracts.

  • Purchaser shall not assume or become ---------------------------- liable for any Liabilities and Obligations of Seller; except only that Purchaser shall be responsible for liabilities arising under the Contracts, but only with respect to actions and transactions occurring under the Contracts from and after the Closing Date (the "Post-Closing Contract Liabilities").

  • Notwithstanding any provision of this Agreement or any other writing to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Sellers or any of their Affiliates (or any predecessor owner of all or part of its business and assets) of any kind or nature whatsoever, whether presently in existence or arising or asserted hereafter, other than the Post-Closing Contract Obligations (the “Excluded Liabilities”).

Related to Post-Closing Contract

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Customary Post-Closing Consents means the consents and approvals from Governmental Authorities for the assignment (directly or indirectly) of the Assets to Buyer that are customarily obtained after such assignment of properties similar to the Assets.

  • Continuing Contract means a contract for Professional Services entered into in accordance with Section 287.055 of the Florida Statutes, between the District and a firm, whereby the firm provides Professional Services to the District for projects in which the costs do not exceed two million dollars ($2,000,000), for a study activity when the fee for such Professional Services to the District does not exceed two hundred thousand dollars ($200,000), or for work of a specified nature as outlined in the contract with the District, with no time limitation except that the contract must provide a termination clause (for example, a contract for general District engineering services). Firms providing Professional Services under Continuing Contracts shall not be required to bid against one another.

  • Existing Contract means an unexpired Contract entered into by the Council and a Provider for works, services and/or goods.