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

  • 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.

  • 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.

  • 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").

  • 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.

  • 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 of the Assets to Buyer that are customarily obtained after the 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 a contract that was made before the operative date;

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Seller Contract any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound.

  • Existing Contracts means the existing licenses and contracts given by the Railway Administration / Authority, in relation to commercial establishments, as existing on Station Development Land, as on the date of the Agreement, and as further set out in the Schedules, which shall, for avoidance of doubt, exclude any licenses and/ or contracts in relation to any Excluded Activities and/or Railway Operational Activities;

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Training Contract means a contract or an agreement for a Traineeship made between the Employer and an Employee to whom this Agreement applies, and that is registered with the relevant State or Territory Training Authority.

  • Sale Contract means a contract providing for the sale of one or more projects to one or more contracting parties and includes a contract providing for payment of the purchase price in one or more installments. If the sale contract permits title to the project to pass to the other contracting party or parties prior to payment in full of the entire purchase price, it shall also provide for the other contracting party or parties to deliver to the municipality or to the trustee under the indenture pursuant to which the bonds were issued one or more notes, debentures, bonds or other secured or unsecured debt obligations of such contractingparty or parties providing for timely payments, including without limitation, interest thereon for the balance of the purchase price at or prior to the passage of such title.

  • CFD Contract or "CFD" shall mean a contract which is a contract for difference by reference to fluctuations in the price of the relevant security or index;

  • Seller Ancillary Documents means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Scheduled Contracts has the meaning set forth in Section 4.16.

  • Seller Guaranty means a guaranty of payment and performance issued by a Seller Guarantor in the form attached to this Agreement as Exhibit V or in such other form as may be acceptable to Purchaser acting reasonably.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Seller Agreements means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, [the Insurance Agreement, the Indemnification Agreement] and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Name of representative of underwriters] is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "Representative." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on _____________, 20__ as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

  • New Contracts means binding new agreements or amendments to existing agreements with customers.

  • Assumed Contract means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

  • Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.

  • sub-contract means the primary contractor’s assigning, leasing, making out work to, or employing, another person to support such primary contractor in the execution of part of a project in terms of the contract;

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Company Contract means any Contract: (a) to which the Company is a party; (b) by which the Company or any of its assets is or may become bound or under which the Company has, or may become subject to, any obligation; or (c) under which the Company has or may acquire any right or interest.