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. 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. 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. 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. 8.2 Delivery of Property Received by the Company or Xxxxxxxxx Subsidiary After Closing. From and after the Closing, Xxxxxxxxx Subsidiary shall have the right and authority to collect, for the account of Xxxxxxxxx Subsidiary, all assets which shall be transferred or are intended to be transferred to Xxxxxxxxx Subsidiary as part of the Assets as provided in this Agreement, and to endorse with the name of the Company any checks or drafts received on account of any such assets. The Company agrees that it will transfer or deliver to Xxxxxxxxx Subsidiary promptly after the receipt thereof, any cash or other property which the Company receives after the Closing Date in respect of any assets transferred or intended to be transferred to Xxxxxxxxx Subsidiary as part of the Assets under this Agreement. In addition, Xxxxxxxxx Subsidiary agrees that it will transfer or deliver to the Company, promptly after receipt thereof, any cash or other property which Xxxxxxxxx Subsidiary receives after the Closing Date in respect of any assets not transferred or intended to be transferred to Xxxxxxxxx Subsidiary as part of the Assets under this Agreement.
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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. Asset Purchase Agreement between Xxxxx-Xxxxxxx, Livonia, LLC and Uniflow Corporation and Secom General Corporation
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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 
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Related to Certain Actions After the Closing

  • Conditions to the Closing On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

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