Relevant Closing definition
Examples of Relevant Closing in a sentence
From time to time (whether at or following the Relevant Closing), each Party shall execute and deliver, or cause to be executed and delivered, such other instruments, and take (or cause to be taken) such other actions, as any other Party may reasonably request or as may be otherwise by reasonably necessary to consummate the Transactions.
Buyer shall assume as Assumed Liabilities and be responsible for and shall retain all Liabilities with respect to any claims or causes of action based upon, relating to or arising from the employment of the Transferred Business Employees prior to the Relevant Closing, except to the extent such claims or causes of action are covered by a Retained Entity’s workers’ compensation insurance or arise from or are connected with a UK DB Plan or U.S. Seller DB Plan.
Each U.S. Transferred Employee who is a participant in a defined benefit pension plan or any plan subject to Title IV of ERISA or subject to the minimum funding requirements of Section 302 of ERISA or Section 412 of the Code, in each case, sponsored by Seller, an Affiliate, or any of their respective ERISA Affiliates (the “U.S. Seller DB Plan”), shall cease to participate in the U.S. Seller DB Plan as of the Relevant Closing.
Once such consent or approval is obtained from such Person or Governmental Authority, in each case, in accordance with Section 5.05, the applicable Non-Assignable Asset shall be deemed to have been automatically assigned and transferred to, and assumed by, the applicable Party intended to receive such assignment on the terms set forth in this Agreement, as of the Relevant Closing, for no additional consideration.
Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, Buyer may, in its sole discretion, take any action in accordance with applicable Law and the terms of the applicable Retained Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Retained Business Guarantees.
Buyer and the Seller shall use their reasonable best efforts to agree to a final List of Identified Employees no later than two (2) Business Days prior to the Relevant Closing Date.
Buyer shall indemnify and hold harmless the Retained Entities from and after the Relevant Closing for any Liabilities based upon, arising out of, or relating to any Business Guarantees incurred by such Retained Entities after the Relevant Closing.
To the extent that any Third Party Approval or Permit Approval has not been obtained prior to the Relevant Closing Date, for up to twelve (12) months after the Relevant Closing Date, each of Sapphire and Buyer shall, and shall cause each of its respective Affiliates to, use its reasonable best efforts to obtain such Third Party Approval or Permit Approval.
The Retained Entities shall be responsible for claims incurred under a Seller Welfare Plan for U.S. Transferred Employees and their beneficiaries and dependents at or prior to the Relevant Closing and during any Post-Closing Welfare Plan Period, subject to reimbursement in accordance with the Transition Services Agreement.
In any such case, either the Representative or the Company shall have the right to postpone the Relevant Closing Date for a period not to exceed three full business days from the date agreed upon in accordance with this paragraph 7, in order that the necessary changes in the Registration Statement and Prospectus and any other documents and arrangements may be effected.