Certain Post-Closing Events Sample Clauses

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.
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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).
Sample 1
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.
Sample 1

Related to Certain Post-Closing Events

  • Closing Events At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered at or prior to Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transaction contemplated hereby.

  • Liquidating Events The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”): (a) The sale of all or substantially all of the assets of the Company; and (b) The determination of the Managing Member to dissolve, wind up, and liquidate the Company. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section 11.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with applicable laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.

  • Post-Closing Conditions On or before the date specified in this Section 4.3 (unless a longer period is agreed to in writing by the Administrative Agent, in its reasonable discretion), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Triggering Events The events referred to in Sections 3(f) and 5(a) hereof are as follows:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • Emergency Closings In the event a student day or teacher duty day is lost because of an emergency closing, the teacher shall perform duties on that day (unless hazardous conditions prohibit) or other such day in lieu thereof as the School Board or its designated representative shall determine, if any.

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