Effective upon Closing. The provisions of this ARTICLE 8 shall become effective upon completion of the Closing, and shall have no force and effect prior to the Closing or if this Agreement is terminated prior to Closing.
Effective upon Closing. Buyer shall have assumed, as set forth in Section 6.10, all of the applicable obligations under the IBEW Collective Bargaining Agreements as they relate to Transferred Union Employees;
Effective upon Closing. Seller may notify the utility companies serving the Property of the sale of the Property and direct such companies to (i) return to Seller any deposit or deposits posted by Seller, (ii) terminate Sellers' accounts effective on noon on the date of Closing, and (iii) direct to Buyer all bills for services provided to the Property on and after the date of Closing. All service contracts relating to the Property shall be terminated by Seller as of Closing, and Buyer shall have no liability in connection therewith.
Effective upon Closing. Buyer will be substituted for Echelon -------- as the plan sponsor under the Savings Plan. For a period of at least twelve (12) months following the Closing Date, Buyer covenants and agrees to maintain the Savings Plan in accordance with the terms of the Savings Plan as in effect on the date hereof, except to the extent that Buyer is required to amend the Savings Plan to comply with applicable law.
Effective upon Closing each Power Supply Organization shall hold harmless and indemnify NOVEC from any and all claims relating to: (a) NOVEC’s participation as a member or shareholder of each Power Supply Organization as released and more particularly described in the Withdrawal Agreement; and (b) any and all claims under or relating to the NOVEC Wholesale Power Contract, as released and more particularly described in the Termination Agreement. Such releases and indemnities shall be in the form attached hereto as Exhibit K. Such releases shall be broad and all encompassing in order to render NOVEC free and clear of any and all claims of any nature whatsoever, with the exception of enforcement of this Transaction Agreement and the obligations hereunder and under the other Transaction Documents.
Effective upon Closing each Power Supply Organization shall hold harmless and indemnify NOVEC, its affiliates, successors, assigns, directors, officers, agents, and employees from any and all claims, liabilities, demands, losses, damages, cost, expenses, fines, amounts paid in settlement or judgments, including without limitation, cost, reasonable attorney’s fees, witness fees, investigation expenses, cost of management time, any and all out-of-pocket expenses, and any punitive or consequential damages, and all other expenses and costs incident thereto (collectively referred to as “Damages”) relating to: (a) NOVEC’s participation as a member or shareholder of each Power Supply Organization as released and more particularly described in the Withdrawal Agreement; and (b) any and all claims under or relating to the NOVEC Wholesale Power Contract, as released and more particularly described in the Termination Agreement.
Effective upon Closing the Majority Shareholder hereby assumes and agrees to pay and perform when due any and all such Deficiencies. Notwithstanding anything to the contrary set forth in this Agreement, the Majority Shareholder shall have no obligation to indemnify any Radio One Indemnitees on account of (i) any Taxes required to be paid by, or on behalf of, any Xxxxx Company as a result of the Mergers not being treated as reorganizations under Section 368(a) of the Code, or (ii) any breach of Section 2.8 resulting from the Mergers not being treated as reorganizations under Sections 368(a) of the Code.
Effective upon Closing. Xxxxx Xxxxxx and Xxxxx Xxxxxxx shall have each tendered their resignation to the Company, whereby each will resign as director of the Company and each will resign from any other office or other position of employment held with the Company; and
Effective upon Closing each Interest Holder releases the Company and each of its subsidiaries and affiliates, including Corporate PC Source, Inc. ("CPCS") and the Additional Released Parties described below, and the Company releases each Interest Holder, from any and all claims, demands, causes of action, actions, rights, liabilities, contract obligations, damages, attorneys' fees, costs, torts, suits, debts, sums of money, covenants, controversies, agreements, or promises, whether direct or indirect, known or unknown, that (a) the releasing parties now own or hold, or have at any time owned or held, or may in the future own or hold, against the persons and entities they are releasing or any of them, in any capacity, and (b) are or may be based upon any facts, acts, omissions, conduct, purchases, representations, contracts, agreements, events, causes, or matters of any kind that in the case of either clause (a) or (b) (i) existed or occurred prior to the Closing, and (ii) relate in any way to matters related to the acquisition of CPCS by the Company, or any of the Company's prior obligations under the Promissory Notes or with respect to or concerning Contingent Payments.
Effective upon Closing. Seller hereby subleases and demises to Buyer, and Buyer hereby subleases from Seller, a portion of Seller's leased premises located at 430 Olds Station Road in Wenatchee, Washington, such portion to be dxxxxxxxxx xx Xxxxxx xnd to be used by Buyer for the storage and operation of certain equipment sold by Seller to Buyer (the "Sublease") for the Term (as defined below) and on the terms and conditions hereinafter set forth.
