Actions After Closing. The Parties agree as follows with respect to periods arising after the Closing Date and agree that the obligations set forth in this Article 9 survive the Closing.
Actions After Closing. 2 After the conclusion of Closing 2, the Parties will have the following rights and obligations.
Actions After Closing. (a) None of Buyer, any Affiliate of Buyer, any Purchased Entity or any Subsidiary of a Purchased Entity shall take any action on or after the Closing Date that could increase the Tax Liability of the Sellers with respect to any Pre-Closing Tax Period, including pursuant to Section 951 or 1248 of the Code resulting from transactions or actions entered into by any such entity on or after the Closing Date but on or prior to the last day of the taxable year in which the Closing occurs, or could increase the Sellers’ indemnification obligations pursuant to this Agreement or any Ancillary Agreement.
Actions After Closing. The Parties after Closing shall cooperate and execute and do or procure to be executed and done all such further documents, forms, assignments, transfers, assurances and other things as may be reasonably necessary or desirable for giving full effect to this Agreement.
Actions After Closing a. From and after the Closing Date, the parties shall use their reasonable best efforts to effectuate the transfer of the ownership of the Acquired Assets.
Actions After Closing. (a) On the Business Day after the Closing Date, the Company must lodge with ASX a notice which complies with section 708A(6) of the Corporations Act.
Actions After Closing. After the Closing, each Seller shall have full responsibility for any employment decisions regarding staff who are not Hired Employees. Buyers shall be responsible only for those employees who are Hired Employees, and subject to the first sentence of Section 5.6(a), shall have the full discretion to determine the terms and conditions of employment for the Hired Employees. Expenses and benefits with respect to claims incurred by Hired Employees or their covered dependents on or after the Closing Date shall not, except to the extent provided in Section 5.6(d) or required under the applicable Employee Plan or Applicable Law, be the responsibility of any Seller (or of any Employee Plan maintained by any Seller), but shall be the responsibility of Buyers to the extent such claims are covered under any Employee Plan maintained by Buyers in which the Hired Employee is then participating. For purposes of this Section 5.6(c), a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability benefits, when the disability occurs; and, in the case of a hospital stay, when the individual first enters the hospital. Notwithstanding the foregoing, each Seller shall be solely responsible for any obligations of such Seller to provide retiree life insurance, retiree medical, and retiree dental benefits to employees of the Business who are entitled to such benefits prior to the Closing and who were covered under retiree welfare programs of such Seller as of the Closing, and to their covered dependents.
Actions After Closing. 15.1. After the Closing Date, Sellers will, without further cost or expense to Purchaser, execute and deliver to Purchaser (or cause to be executed and delivered to Purchaser), such additional instruments of conveyance, and Sellers shall take such other and further actions as Purchaser may reasonably request to complete the legal formalities necessary to sell, transfer, and assign to Purchaser and vest in Purchaser title to the Shares and to vest in the DME Portfolio assets necessary to conduct its business in future as it is currently being conducted.
Actions After Closing. 7.1 FURTHER CONVEYANCES: After the Closing, TRW will, without further cost or expense to Purchaser, execute and deliver to Purchaser (or cause to be executed and delivered to purchaser), such additional instruments of conveyance, and TRW shall take such other and further actions as Purchaser may reasonably request and which are ordinarily provided by a seller, more completely to sell, transfer, and assign to Purchaser and vest in Purchaser Ownership to the Acquired Assets.
Actions After Closing. (a) After the Closing and on or before the last day of the taxable year in which the Closing occurs, except with the prior written consent of Parent, the Buyer shall not, and shall cause each Affiliate of the Buyer and each Purchased Entity not to, (i) sell or otherwise transfer any assets of a Purchased Entity other than in the ordinary course of business; (ii) make any distribution in cash or in kind from a Purchased Entity; (iii) redeem any shares or other equity interests of a Purchased Entity; (iv) permit or cause the merger, consolidation or liquidation of any Purchased Entity; (v) permit or cause any Purchased Entity to purchase any shares of capital stock or other equity interests of the Buyer or any Affiliate of the Buyer; or (vi) make any United States federal tax entity classification election with respect to any Purchased Entity with an effective date before the first day of the first taxable year following the taxable year in which the Closing occurs. To the extent Buyer takes, or causes any Affiliate of the Buyer or any Purchased Entity to take, any such actions without the prior written consent of Parent, Buyer Parent and Buyer shall indemnify the Seller Indemnified Parties against any Losses suffered as a result of such action, as provided in Section 7.3(a)(ii).
