Certain Transitional Matters. From and after the Closing Date:
(a) The Sellers acknowledge and agree that each Buyer shall have the right and authority to collect for the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein;
(b) Each Buyer shall have the right and authority to retain and endorse without recourse the name of any Seller on any check or any other evidence of indebtedness received by a Buyer on account of any of the Acquired Assets; Asset Purchase Agreement 38
(c) Each Seller shall promptly transfer and deliver to the Buyers without set-off any cash or other property, if any, that such Seller may receive related to the Acquired Assets;
(d) The Buyers shall promptly transfer and deliver to the applicable Seller without set-off any cash or other property, if any, that the Buyers may receive related to the Excluded Assets;
(e) The Buyers shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and the Buyers shall have the right to conduct and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly of any claim with respect to any Assumed Liabilities and shall not, except with the prior written consent of FTI and the Buyers, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and the Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; and
(f) The Buyers acknowledge that after the Closing, the Sellers will not have the ability to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and inv...
Certain Transitional Matters. (a) Notwithstanding anything to the contrary contained in this Agreement, any Bxxx of Sale, or any Assignment and Assumption Agreement, to the extent that the sale or delegation by the Sellers, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bxxx of Sale and the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreement to sell and delegate, and the Buyer’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the Sellers shall make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the Sellers are making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.3 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in this Agreement, including those relating to any of the Purchased Assets or to any of the Assumed Liabilities.
(b) In the event that Sellers have failed to obtain Estoppel and Consent Certificates in a form reasonably acceptable to Buyer for any one or more Branches (each, a “Restricted Branch”), and in the event that (i) all other conditions set forth in Article 9 hereof have been satisfied or waived by Buyer and (ii) Estoppel and Consent Certificates have been obtained for at least ninety percent (90%) of all Branches (which must include the Branches listed on Schedule 1.3), then the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shall not by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles 9 or 10 hereunder; provided, however, that (x) Buyer and the Selling Entity shall at the Closing enter into a License Agreement in substantially the form attached to Exhibit F hereto with respect to the Restricted Branches (the “License Agreement”), and (y) a portion of the Cash Consideration equal to $500,000 for each Restricted Branch (the “Branch Holdback”) shall be paid to th...
Certain Transitional Matters. Notwithstanding anything to the contrary contained in this Agreement, any Bill of Sale or any Assignment and Assumption Agreement, to the extent that xxx sale or delegation by any Seller, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bill of Sale and the applicable Assignment and Assumption Agreement shall coxxxxtute the applicable Seller's agreement to sell and delegate, and the Buyer's agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the applicable Seller shall (and Members shall cause such Seller to) make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the applicable Seller is making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.2 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in the this Agreement including those relating to any of the Purchased Assets or to any of the Assumed Liabilities.
Certain Transitional Matters. On the Effective Date (as defined in Section 7 below), the amount of Revolving Loans then outstanding and held by each Lender shall be adjusted to reflect the changes in the Lenders' Pro Rata Shares of the Revolving Loans, subject to Section 3.04 of the Credit Agreement. Each Lender having Revolving Loans then outstanding and whose Pro Rata Share in respect of Revolving Loans has been decreased on the Effective Date as a result of the increase in the aggregate Revolving Commitments contemplated hereby shall be deemed to have assigned on the Effective Date, without recourse, to each Lender increasing its Revolving Commitment on the Effective Date such portion of such Revolving Loans as shall be necessary to effectuate such adjustment. Each such Lender increasing its Revolving Commitment on the Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and (ii) fund on the Effective Date such assumed amounts to the Agent for the account of the assigning Lender in accordance with the provisions hereof in the amount notified to such increasing Lender by the Agent.
Certain Transitional Matters. From and after the Closing Date:
(a) Subject to Section 8.9, Purchaser shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and Purchaser shall have the right to conduct and control all negotiations and proceedings with respect thereto. Subject to Section 8.9, Seller shall notify Purchaser promptly of any Claim with respect to any Assumed Liabilities and shall not, except with the prior written consent of Purchaser, voluntarily make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such Assumed Liabilities. Seller shall cooperate with Purchaser in connection with any negotiations or proceedings involving any Assumed Liabilities.
(b) If the Closing occurs at a time when not all Permits and Environmental Permits have been transferred to Purchaser, the Parties shall continue to abide by their obligations hereunder to obtain all such transfers, as soon as practicable, and Seller authorizes Purchaser to use any such Permits and Environmental Permits in its business operations after the Closing.
Certain Transitional Matters. On the Effective Date, the Banks party to the Original Agreement, as amended and restated hereby, shall be the Banks listed on the signature pages hereof and shall have the respective Commitments in the amounts set forth in Schedule 2.01 (Amended) of this Agreement. Without limiting the generality of the foregoing, on the Effective Date, any Banks party to the Original Agreement not listed on the signature pages hereof shall cease to be parties to the Original Agreement, and each new Bank listed on the signature pages hereof not previously party to the Original Agreement shall be and become a party to the Original Agreement and shall have all of the rights and be obligated to perform all of the obligations of a Bank thereunder with a Commitment in the amount set forth opposite such Bank's name in Schedule 2.01 (Amended) of this Agreement.
Certain Transitional Matters. 10 Section 6.1. Third Party Consents.....................10 Section 6.2. Responsibility for Pre-Closing Transactions...........................................10 Section 6.3.
Certain Transitional Matters. The Borrower confirms that all Interest Periods in respect of Revolving Loans outstanding on the date hereof are scheduled to expire on November 4, 1999 (the "Transition Date"). On the Transition Date, the amount of Revolving Loans then outstanding and held by each Bank shall be adjusted to reflect the changes in the Banks' Pro Rata Shares of the Revolving Loans, subject to Section 5.02 of the Credit Agreement. Each Bank having Revolving Loans then outstanding and whose Pro Rata Share in respect of Revolving Loans has been decreased on the Effective Date as a result of the amendments contemplated hereby shall be deemed to have assigned on the Transition Date, without recourse, to each Bank increasing its Revolving Commitment on the Effective Date (each such Bank, an "Increasing Bank") such portion of such Revolving Loans as shall be necessary to effectuate such adjustment. Each such Bank increasing its Revolving Commitment on the Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and (ii) fund on the Transition Date such assumed amounts to the Agent for the account of the assigning Bank in accordance with the provisions hereof in the amount notified to such Increasing Bank by the Agent. At the request of any Bank whose Revolving Commitment increases or decreases as a result of the amendments contemplated hereby, the Borrower shall promptly provide a replacement Revolving Note to each such requesting Bank reflecting such Bank's new Revolving Commitment. Each such Bank requesting a replacement Revolving Note shall, upon its receipt of such replacement Revolving Note, return its existing Revolving Note, if any, to the Agent for cancellation.
Certain Transitional Matters. The Sellers shall cooperate with and assist Purchasers and their authorized representatives in order to provide, to the extent reasonably requested by any Purchasers, an efficient transfer of control of the Purchased Assets and to avoid any undue interruption in the activities and operations of the Business following the Closing Date.
Certain Transitional Matters. Following the Effective Date:
