Certain Post-Closing Events Sample Clauses
The "Certain Post-Closing Events" clause outlines specific actions, obligations, or conditions that must be addressed or may occur after the formal closing of a transaction. This may include requirements such as the transfer of remaining assets, resolution of outstanding liabilities, or the fulfillment of agreed-upon covenants that could not be completed at closing. By clearly defining these post-closing responsibilities, the clause ensures that both parties understand their ongoing duties and helps prevent disputes related to incomplete or overlooked matters after the transaction is finalized.
Certain Post-Closing Events. (a) In the event that Seller is unable to effectively assign any Contract to Seller or one of its Affiliates in connection with the Stray Voltage Contribution prior to the Closing because of the inability to obtain any consent of a third party to such Contract, the parties hereto agree to, at the sole cost and expense of Seller and Willbros, (i) use their commercially reasonable efforts to obtain such third party consent as soon as practicable, and (ii) promptly after receipt of such third-party consent, cooperate in the post-Closing assignment of such Contract to Seller or one of its Affiliates; provided that the parties hereto acknowledge and agree that, as an alternative to assignment, any such customer Contract may alternatively be terminated and a new Contract entered into between such customer and an Affiliate of Seller. It is expressly understood and agreed that in no event shall Purchaser or any of its Affiliates (including the Company) have any obligation or other Liability to perform any services, or satisfy any other obligations, under any such Contract, and Seller and Willbros shall indemnify and hold harmless any Purchaser Indemnified Party from and against any and all Damages which any such Purchaser Indemnified Party may suffer, sustain or become subject to arising out of or in connection with any such Contract, including for any failure to perform any obligations or satisfy any other Liabilities under any such Contract, or for any of the matters contemplated by this Section 8.19.
(b) In the event that Seller is unable to effectively transfer the employment of any Mobile Contact/Stray Voltage Employee to Seller or one of its Affiliates in connection with the Stray Voltage Contribution prior to the Closing, the parties hereto agree that notwithstanding anything in this Agreement to the contrary (including Section 8.10) all compensation, benefits, severance or other amounts owing or payable (including any related Taxes) in connection with such Mobile Contact/Stray Voltage Employee shall be at the sole cost and expense of Seller and Willbros, and Seller and Willbros shall indemnify and hold harmless any Purchaser Indemnified Party from and against any and all Damages which any such Purchaser Indemnified Party may suffer, sustain or become subject to arising out of or in connection with any failure to transfer of such employment prior to Closing, including any such compensation, benefits, severance or other amounts.
Certain Post-Closing Events. The Issuer will, and will cause each other Note Party to complete each of the actions described on Schedule 5.16 by no later than the date set forth in Schedule 5.16 with respect to such action or such later date as the Administrative Agent may reasonably agree. All conditions precedent, covenants and representations and warranties contained in this Agreement and the other Notes Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described on Schedule 5.16 within the time periods required by this Section 5.16, rather than as elsewhere provided in the Notes Documents).
Certain Post-Closing Events. Purchaser agrees that Seller is to have no liability for any increase in Pre-Closing Period Taxes that results from any action by Purchaser or the Company after the Closing (including making or changing any Tax election or deemed Tax election, amending any Tax Return or taking any position on any Tax Return) and agrees to indemnify and hold harmless Seller and its Affiliates against any such increase in Tax imposed directly on Seller or Seller’s Affiliates.