Certain Transitional Matters. Following the Effective Date:
Certain Transitional Matters. From and after the Closing Date:
Certain Transitional Matters. Notwithstanding anything to the contrary contained in this Agreement, any Bill of Sale or any Assignment and Assumption Agreement, to the extent that xxx sale or delegation by any Seller, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bill of Sale and the applicable Assignment and Assumption Agreement shall coxxxxtute the applicable Seller's agreement to sell and delegate, and the Buyer's agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the applicable Seller shall (and Members shall cause such Seller to) make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the applicable Seller is making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.2 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in the this Agreement including those relating to any of the Purchased Assets or to any of the Assumed Liabilities.
Certain Transitional Matters. On the Effective Date, the Banks party to the Original Agreement, as amended and restated hereby, shall be the Banks listed on the signature pages hereof and shall have the respective Commitments in the amounts set forth in Schedule 2.01 (Amended) of this Agreement. Without limiting the generality of the foregoing, on the Effective Date, any Banks party to the Original Agreement not listed on the signature pages hereof shall cease to be parties to the Original Agreement, and each new Bank listed on the signature pages hereof not previously party to the Original Agreement shall be and become a party to the Original Agreement and shall have all of the rights and be obligated to perform all of the obligations of a Bank thereunder with a Commitment in the amount set forth opposite such Bank's name in Schedule 2.01 (Amended) of this Agreement.
Certain Transitional Matters. On the Effective Date (as defined in Section 7 below), the amount of Revolving Loans then outstanding and held by each Lender shall be adjusted to reflect the changes in the Lenders' Pro Rata Shares of the Revolving Loans, subject to Section 3.04 of the Credit Agreement. Each Lender having Revolving Loans then outstanding and whose Pro Rata Share in respect of Revolving Loans has been decreased on the Effective Date as a result of the increase in the aggregate Revolving Commitments contemplated hereby shall be deemed to have assigned on the Effective Date, without recourse, to each Lender increasing its Revolving Commitment on the Effective Date such portion of such Revolving Loans as shall be necessary to effectuate such adjustment. Each such Lender increasing its Revolving Commitment on the Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and (ii) fund on the Effective Date such assumed amounts to the Agent for the account of the assigning Lender in accordance with the provisions hereof in the amount notified to such increasing Lender by the Agent.
Certain Transitional Matters. 7.1 On the Effective Date, the Lenders party to the Credit Agreement, as amended hereby, shall be the Lenders as of the Effective Date, including the New Lenders as of the Effective Date, and shall have the respective Revolving Credit Commitments set forth in Schedule 2.01 to the Credit Agreement (as amended as contemplated hereby). Any Lender party to the Credit Agreement not listed on the signature pages hereof (each a “Departing Lender”) shall cease to be a Lender on the Effective Date upon payment of all amounts due to it under the Credit Agreement. Notwithstanding anything to the contrary contained in the Credit Agreement, in order to effect the renewal and amendment of the existing Revolving Credit Facility as contemplated by this Second Amendment, all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Credit Agreement will be due and payable on the Effective Date. Each Departing Lender and each other Lender having Loans outstanding on the Effective Date and whose pro rata share in respect of such Loans has been decreased on the Effective Date shall be deemed to have assigned on the Effective Date, without recourse, ratably to each Lender with increasing its Commitment hereunder (each an “Increasing Lender”) and to each New Lender such ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and each New Lender on the Effective Date shall (i) be deemed to have assumed such ratable portion of such Loans and (ii) fund on the Effective Date such assumed amounts to Administrative Agent for the account of each such assigning Lender in accordance with the provisions hereof in the amount notified to such Increasing Lender or such New Lender by Administrative Agent.
Certain Transitional Matters. 10 Section 6.1. Third Party Consents.....................10 Section 6.2. Responsibility for Pre-Closing Transactions...........................................10 Section 6.3.
Certain Transitional Matters. Sellers shall cooperate with and assist Purchasers and their authorized representatives in order to provide, to the extent reasonably requested by any Purchaser, an efficient transfer of control of the Purchased Assets and to avoid any undue interruption in the activities and operations of the Business following the Closing Date.
Certain Transitional Matters. 8.1. Buyer and Seller shall reasonably cooperate with one another during the period following the Closing, to assure an orderly transition of the NAC Business from Seller to Buyer. Each party shall provide such consultation, primarily by telephone, to assist the other in the transition and in divesting the Seller from and establishing Buyer in the NAC Business.
Certain Transitional Matters. 13 SECTION 2.14 XXX.......................................................................................14 SECTION 2.15 Stop Payment Items........................................................................14 SECTION 2.16
