Buyers Obligations After Closing. Upon and after Closing, except to the extent reflected in an upward Purchase Price Allocations and Adjustments, Buyer will assume and perform all the obligations, liabilities, and duties relating or with respect to the ownership and/or operation of the Assets that are attributable to periods from and after the Effective Time, together with the Plugging and Abandonment Obligations, the Environmental Obligations, and all other obligations assumed by Buyer under this Agreement (collectively, the “Assumed Obligations”). Without limiting the generality of the foregoing, the Assumed Obligations shall also specifically include:
Buyers Obligations After Closing. Upon and after Closing, Buyer will unconditionally and irrevocably assume, pay, perform and discharge all of the liabilities, obligations and duties with respect to the ownership of the Assets on or after the Closing Date, except as otherwise provided in this Agreement (the "Buyer's Assumed Obligations"). The Buyer's Assumed Obligations include without limitation:
Buyers Obligations After Closing. Upon and after Closing, exclusive of the Retained Obligations and subject to Buyer’s remedies for a breach of any representation, warranty or covenant made by Seller herein, Buyer will cause the Target Entities to assume full responsibility and liability for and perform all the obligations, liabilities and duties with respect to, arising from, related to or attributable to the ownership and operation of the Assets, including, but not limited to, the Plugging and Abandonment Obligations and the Environmental Obligations (collectively, the “Assumed Obligations”). Without limiting the generality of the foregoing, the Assumed Obligations shall also specifically include:
Buyers Obligations After Closing. 10.1 Buyer will indemnify and hold harmless Seller against, and in respect of, claims, losses, expenses, costs, obligations, and liabilities Seller may incur by reason of Buyer's breach of or failure to perform any of its warranties or commitments in this Agreement, or by reason of any act or omission of Buyer after the Closing Date, that constitutes a breach or default under, or a failure to perform, any obligation or liability of Seller under the Premises Lease or any equipment lease which Buyer expressly assumes.
Buyers Obligations After Closing. Buyer agrees to indemnify and hold harmless Seller against, and in respect of, any and all claims, losses, expenses, costs obligations, and liabilities they may incur by reason of Buyers breach of or failure to perform any of its warranties, guaranties, commitments, or covenants in this Agreement, or by reason of any act or omission of Buyer, or any of its successors or assigns, after the Closing Date, that constitutes a breach or default under, or a failure to perform, any obligation under this Agreement. Promptly following closing, Buyers Board of Directors will be increased to six (6) Directors, three (3) of whom shall be appointed by Seller, subject to compliance with applicable corporate and securities laws.
Buyers Obligations After Closing. 24 10.1 Buyer's Indemnity............................................ 24 ARTICLE 11 PUBLICITY.................................................... 24 11.1 Publicity.................................................... 24
Buyers Obligations After Closing. 7.1 Buyer shall indemnify, defend, and hold harmless the NetPage Parties against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys' fees, that they shall incur or suffer, which arise, result from, or relate to any breach of, or failure by Buyer to perform, any of their representations, warranties, covenants, or agreements in this agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Buyer under this agreement unless the NetPage Parties as of the date of this agreement, had actual knowledge of any misrepresentation, breach or failure (with the burden of proving such actual knowledge upon Buyer). Notwithstanding anything to the contrary contained herein, the liability of the Buyer to the NetPage Parties pursuant to this Article 7 shall not commence until the NetPage Parties have experienced losses in excess
Buyers Obligations After Closing. Following the Closing, Buyer shall be responsible for diligently providing all products and services under the Contracts in a good and workmanlike manner consistent with the conduct under which Seller has provided such products and services prior to the Closing. Buyer hereby agrees to use its best efforts to fulfill the Contracts in a timely manner. Buyer agrees to hold Seller harmless, indemnify and defend Seller against all such liabilities and obligations of Buyer associated with the Assets incurred or arising after the Closing Date, including all expenses incurred by Seller arising out of such liabilities and obligations, except as otherwise provided in this Agreement.
Buyers Obligations After Closing. Buyers' Release of Claims: Commencing on the Closing Date and forever thereafter, Buyers shall not pursue, and hereby release Sellers from, any and all claims relating to the following items (the "Claims"):
Buyers Obligations After Closing. After the Closing, Buyer shall do the following: ----------------------------------
