Following Closing. Sellers shall timely file all tax returns and reports relating to the Assets, the Contracts and the conduct of the construction, maintenance and operation of the Facility prior to Closing which have not been filed or were not yet due to be filed prior to Closing, and Sellers shall timely pay all taxes, assessments, fees, interest, penalties and governmental charges relating to the Assets, the Contracts or the conduct of the construction, maintenance and operation of the Facility prior to Closing which have not been paid or were not yet due and payable prior to Closing.
Following Closing. (a) Following Closing, Vendor shall hold title to the Assets in trust for Purchaser, as bare legal trustee, until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed and, in furtherance thereof:
Following Closing the Seller shall not, and shall procure that its Affiliates shall not, make any public announcement or issue any circular in connection with the existence or the subject matter of this Agreement without the prior written approval of WireCo (such approval not to be unreasonably withheld or delayed). WireCo and its Affiliates following the Closing shall be entitled to make public announcements from time to time but such public announcements shall not include commercial specificities of this Agreement other than details that WireCo is required to disclose by law or regulation or is required to disclose to its bondholders under the terms of the US$275 million 9.5% Senior Notes due 2017 issued by WireCo or any bond or security issued by WireCo or its Affiliates after the date of this Agreement.
Following Closing. Immediately following the Closing, the Parties shall take the following steps:
Following Closing. Buyer shall use its commercially reasonably efforts to obtain from the Department of Insurance of the State of New Jersey a waiver of the requirement that First Re maintain the Surety Bond. If Buyer obtains such waiver and, as a result of the subsequent cancellation of the Surety Bond, receives a refund of any premium paid in connection with the issuance of the Surety Bond, Buyer shall remit promptly after receipt thereof the amount of such refund to Seller.
Following Closing. Seller shall maintain, and shall cause its Affiliates to maintain, in confidence any information in its or their possession related to the Business, the Purchased Assets and the Assumed Liabilities, and such information shall not be disclosed or used by Seller or its Affiliates with Buyer’s prior written consent, except in connection with this Agreement and unless such information is: (i) otherwise publicly available; or (ii) if advised by counsel that such information required to be disclosed applicable law or by order of a court of competent jurisdiction, by rule or regulation of any governmental agency or by any listing 30 agreement with, or rule or regulation of, any stock exchange upon which securities of such Party are registered. (b) No written or oral public announcement or disclosure may be made by either Party with regard to this Agreement, the Specified Agreements or the transactions contemplated hereby or thereby without the prior consent of the other Party; provided, that either Party may make (a) such announcement or disclosure (i) with respect to operational matters related to the Parties under the Agency Agreement in response to inquiries by customers and vendors in the ordinary course of business (but not with respect to the substantive rights between the Parties under the Agency Agreement or any other agreement between the Parties) (“Operational Matters”); or (ii) if advised by counsel that such Party is required to do so by applicable law or by order of a court of competent jurisdiction, by rule or regulation of any governmental agency or by any listing agreement with, or rule or regulation of, any stock exchange upon which securities of such Party are registered; (b) any written public announcement or disclosure, if the other Party has previously consented to any announcement or disclosure that is the same (other than immaterial, non-substantive deviations) to such announcement or disclosure; or (c) any oral public announcement or disclosure, if the other Party has previously consented to any announcement or disclosure that is substantially similar to such announcement or disclosure. Notwithstanding the foregoing and except with respect to Operational Matters, each Party shall, (i) provide to the other Party reasonable advanced notice, and a draft copy or summary, of any written or oral public announcements or disclosures (regardless of whether or not such announcement or disclosure is required, as described in the preceding sentence) c...
Following Closing. Buyer shall give full credit for all service with the Company or any affiliate thereof ("Affiliate"), and any predecessor thereto to the extent that service with such predecessor entity was recognized under the applicable Plan of the Company or any Affiliate, to each employee of the Company ("Employee") for purposes of waiting periods relating to preexisting conditions under medical plans, eligibility to participate in, vesting under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer or its subsidiaries (including, without limitation, any vacation or accrued sick pay plan or policy) on or after the Closing Date. Prior to the Closing Date, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(l) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer or its subsidiaries. 23
Following Closing. Buyer freely may assign any or all rights or delegate any or all of its obligations under this Agreement without the express written consent of Seller or Members. No assignment shall relieve the assignor of any liability or obligation hereunder. Neither Seller nor Members may assign any rights or delegate any obligations under this Agreement without the prior written consent of Buyer, and any prohibited assignment or delegation will be null and void.
Following Closing. A. Buyer, Company, Seller Shareholder and the common parent of the consolidated group which (prior to the Effective Date) includes Company, shall all take such actions, and file such forms, returns and information (including, but without limitation, Form 8023), at such time or times and in such manner, as shall be necessary so that, as permitted under Section 338(h)(10) of the Code, Company's basis in its assets, following the Closing but effective immediately following the Effective Date, shall be stepped-up to include the Purchase Price, as finally adjusted, and any deemed purchase price relating to liabilities to which Company's assets are subject at the Effective Date. Provided the covenants in this Section 7.5A and in Section 7.5B are satisfied by Seller Shareholder, by such common parent and, to the extent of Seller Shareholder's control, by Company, Seller Shareholder makes no representation or warranty as to whether such step-up in basis will be allowed.
Following Closing. If, following Closing but prior to the First Escrow Release, the Property or any part thereof shall be condemned or taken, the Partnership shall complete the transactions contemplated by this Agreement notwithstanding such condemnation. In such event, the Partnership shall have the right, upon written notice to Owner, to participate in any condemnation proceedings. The Partnership’s consent shall not be required for any settlement of condemnation proceedings and Owner shall be entitled to receive any and all condemnation proceeds received prior to the First Escrow Release, and the Aggregate Exchange Value shall be reduced at the First Escrow Release by the amount of any such condemnation proceeds received by Owner. To the extent condemnation proceeds are received on or after the First Escrow Release Date, the Aggregate Exchange Value shall remain unchanged, the Partnership shall be entitled to receive such condemnation proceeds, and Owner shall, at the First Escrow Release and thereafter, execute and deliver to the Partnership all required assignments of claims and other similar items relating to any such outstanding, unpaid condemnation proceeds.
