Closing Over By Parent Sample Clauses

Closing Over By Parent. If Parent elects to close over the knowledge that there has been commenced against the Company, or against any Person affiliated with the Company, between the date hereof and the Closing Date, a Proceeding that, in the reasonable, good faith judgment of Parent, based on the advice of outside counsel, would have a reasonable prospect of surviving a motion for summary judgment before any Governmental Body of competent jurisdiction seeking to (a) enjoin, restrain or otherwise prohibit the consummation of the transactions contemplated hereby; (b) impose criminal penalties in connection with the consummation of the transactions contemplated hereby; or (c) impose a Material Adverse Effect, including, without limitation, preventing, delaying, making illegal, or otherwise interfering with the consummation of any of the transactions contemplated hereby, then Parent shall have no right to seek an adjustment to the Merger Consideration and waives any and all rights to be indemnified for or otherwise seek recovery of any and all Damages sustained, incurred or suffered by or asserted against any of the Parent Indemnitees (as defined below) directly or indirectly, as a result of or relating to or arising out of any Proceeding. Table of Contents
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Related to Closing Over By Parent

  • Acquisition by Seller The Asset was acquired by Seller in March 2021.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Effective Time; Closing Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

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