Certain Actions After the Closing Sample Clauses

Certain Actions After the Closing. 27 9.1 The Purchaser to Act as Agent for the Seller...............................27 9.2 Subrogation of the Purchaser...............................................27 9.3
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Certain Actions After the Closing. 38 Section 9.1. Purchaser to Act as Agent for Seller............................................... 38 Section 9.2. Purchaser Appointed Attorney for Seller............................................ 38 Section 9.3. Subrogation of Purchaser........................................................... 39 Section 9.4. Payment of Liabilities............................................................. 39
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Certain Actions After the Closing. Section 10.1 Execution of Further Documents 27 Section 10.2 Employment Matters 27 Section 10.3 Responsibility for Taxes 27 ARTICLE XI - INDEMNIFICATION Section 11.1 Agreement to Indemnify 28 Section 11.2 Agreement by Seller to Indemnify 28 Section 11.3 Agreement by the Purchaser to Indemnify 29 Section 11.4 Notice and Resolution of Claim 30 Section 11.5 Exclusive Remedies` 30 ARTICLE XII - SECURITIES LAW MATTERS Section 12.1 Disposition of Seller Shares 31 Section 12.2 Legend 32 Section 12.3 Registration Rights for Seller Shares; Filing of Registration Statement 32 Section 12.4 Amendments and Supplements 32 Section 12.5 Furnishing of Documents 33 Section 12.6 Duration 33 Section 12.7 Indemnification 33 ARTICLE XIII - MISCELLANEOUS Section 13.1 Transaction Expenses 34 Section 13.2 Amendment and Modification 34 Section 13.3 Specific Performance 34 Section 13.4 Termination 34 Section 13.5 Entire Agreement 36 Section 13.6 Interpretation 36 Section 13.7 Execution in Counterpart 36 Section 13.8 Notices 36 Section 13.9 Governing Law 37 Section 13.10 Severability 37 Section 13.11 Assignment 38 Section 13.12 Binding Effect; No Third Party Beneficiaries 38 SCHEDULES Schedule 1.2.2 - Scheduled Debt Schedule 1.4 - Participating Percentages Schedule 2.2.1(g) - Excluded Seller Contracts Schedule 2.2.2(e) - Seller Share Registration Instructions Schedule 3.1.1 - Foreign Business Qualifications Schedule 3.1.2 - Consents Schedule 3.1.3 - Capitalization; Shareholder Information Schedule 3.1.4 - Financial Statements Schedule 3.1.5 - Real Estate Schedule 3.1.6 - Franchise Systems Schedule 3.1.7 - Liens Schedule 3.1.8 - Licenses and Permits Schedule 3.1.9 - Documents and Information Schedule 3.1.10 - Seller Litigation Schedule 3.1.12 - Acts or Events since date of Financial Statements Schedule 3.1.16 - Employee Benefit Plans Schedule 3.1.19 - Proprietary Rights Schedule 4.4 - Purchaser Litigation EXHIBITS Exhibit 1.5 - Xxxxxxx Employment Agreement Exhibit 2.2.1(e) - Sellers' Counsel Opinion Items Exhibit 2.2.3(c) - Amendment to Agreement of Limited Partnership Exhibit 3.1.17 - SEC Documents Exhibit 10.3.1 - Section 1362(e)(3) Election Exhibit 13.6 - Definitions Table PURCHASE AGREEMENT
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Certain Actions After the Closing. 21 Section 9.1 Maintenance of Books and Records.....................21 Section 9.2 Tax Returns Through Closing..........................22 Section 9.3 Purchaser to Act as Agent for Seller.................22 Section 9.4 Delivery of Property Received by Seller or Purchaser After Closing........................................22 Section 9.5 Purchaser Appointed Attorney for Seller..............22 Section 9.6 Further Assurances...................................23
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Certain Actions After the Closing. 26 7.1 Employees of the Business......................................................................26 7.2
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Certain Actions After the Closing. Asset Purchase Agreement between Xxxxx-Xxxxxxx, Livonia, LLC and Uniflow Corporation and Secom General Corporation
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Certain Actions After the Closing. 8.1 Xxxxxxxxx Subsidiary to Act as Agent for the Company. This Agreement shall not constitute an agreement to assign any contract right included among the Assets if any attempted assignment of the same without the consent of the other party thereto would constitute a breach thereof or in any way adversely affect the rights of the Company thereunder. If such consent is not obtained or if any attempted assignment would be ineffective or would adversely affect the Company's rights thereunder so that Xxxxxxxxx Subsidiary would not in fact receive all such rights, then Xxxxxxxxx Subsidiary shall act as the agent for the Company in order to obtain for Xxxxxxxxx Subsidiary the benefits thereunder and to assume the liabilities thereunder. Nothing herein shall be deemed to make Xxxxxxxxx Subsidiary the Company's agent in respect of the Excluded Assets.
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Certain Actions After the Closing. 9.1 The Purchaser to Act as Agent for the Sellers; Absence of Consents, Etc.. This Agreement shall not constitute an agreement to assign any claim, contract, license, lease, commitment, sales order or purchase order if any attempted assignment of the same without the consent of the other parties thereto would constitute a breach thereof or in any way affect the rights of the Sellers or the Purchaser thereunder. If such consent is not obtained or if any attempted assignment would be ineffective or would affect the Sellers' rights thereunder so that the Purchaser would not in fact receive all such rights, then the Purchaser shall act as the agent for the Sellers in order to obtain for the Purchaser the benefits thereunder and put the Purchaser in the same financial position had the assignment been made. Without limiting the generality of the foregoing, the Sellers shall use all commercially reasonable efforts to (i) obtain any such consent after the Closing Date until such time as the consent has been obtained, (ii) provide or cause to be provided to the Purchaser the benefits of any such agreement, lease, contract or other document or instrument for which consent or waiver has not been obtained, (iii) cooperate in any arrangement, reasonable and lawful as to the Sellers and the Purchaser, designed to provide such benefits to the Purchaser, (iv) enforce for the account of the Purchaser, at the Purchaser's sole expense, any rights of the Sellers arising from such agreement, lease, contract or other document or instrument for which consent has not been obtained against the other parties, including, without limitation, the right to elect to terminate in accordance with the terms thereof on the advice of the Purchaser, and (v) the Sellers shall pay, defend, indemnify and hold the Purchaser harmless from any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) suffered by the Purchaser as a result of any failure of the Sellers to obtain such consent whether before or after the Closing Date. The Purchaser shall use all commercially reasonable efforts to perform the obligations of the Sellers arising under such agreement, lease, contract or other document or instrument for which consent has not been obtained, to the extent that by reason of the transactions consummated pursuant to this Agreement, the Purchaser has control over the resources necessary to perform such obligations. Nothing in this Section...
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Certain Actions After the Closing 
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Related to Certain Actions After the Closing

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • Following the Closing Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Obligations After Closing For a period of two years following the Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties. Further, from and after the Closing, Seller shall not use or disclose to any third party, and shall cause each of its Affiliates not to use or disclose to any third party, any Purchaser Confidential Information (including geological or geophysical data or any other Purchaser Confidential Information concerning or included in the Acquired Assets), and shall exercise commercially reasonable efforts to enforce, and cause any of its existing or future Affiliates to enforce, any agreements with their respective employees, independent contractors, consultants, representatives and agents relating to such Purchaser Confidential Information. This Section 10.12(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.12(c) or Section 10.13; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.13) or any other confidentiality agreement to which such Party is a party or of which it has Knowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) by Purchaser to one or more potential purchasers of any of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; (viii) to third Persons holding preferential rights to purchase or rights of consent or rights to receive notice that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to obtain waivers of such right or such consents or to provide such notice; or (ix) to the extent necessary to comply with its obligations under this Agreement or any of the Transaction Documents or to enforce this Agreement; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made are provided with a copy of this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Indemnification Prior to Certain Actions by Trustee The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Rights pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Covenants of the Company and Purchaser Regarding Indemnification (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Purchasers, the Purchasers’ officers, directors, agents, Affiliates, counsel, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Purchaser or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any warranty by Company in this Agreement, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

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