Effective upon Closing Sample Clauses
The 'Effective upon Closing' clause establishes that the terms and obligations outlined in the agreement become legally binding only when the closing of the transaction occurs. In practice, this means that neither party is required to perform or be held accountable for the contract's provisions until all closing conditions are met and the transaction is formally completed. This clause ensures that the parties are protected from premature obligations and clarifies that the agreement's enforceability is contingent on the successful closing, thereby reducing uncertainty and risk prior to that event.
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Effective upon Closing. The provisions of this ARTICLE 8 shall become effective upon completion of the Closing, and shall have no force and effect prior to the Closing or if this Agreement is terminated prior to Closing.
Effective upon Closing. Seller, on behalf of itself and its Affiliates hereby grants Buyer and its Affiliates (including the Sale Entities) a limited, non-exclusive, non- transferable, non-sublicensable (except to third party service providers or contractors solely in connection with services provided to or on behalf of Buyer or its Affiliates in the ordinary course of business), fully-paid up, royalty-free license to use and display the Dominion Marks in the United States for no longer than one hundred and eighty (180) days immediately following the Closing, solely in connection with the operation of the Sale Entities’ businesses, including on Marked Materials and any other supplies possessed by the Sale Entities as of Closing, in each case, in substantially the same manner such Dominion Marks were used or displayed prior to the Closing Date. Any goodwill arising from the use or display of the Dominion Marks by Buyer or its Affiliates pursuant to this section inures to the benefit of Seller and its Affiliates. The license set forth in this Section 5.9(b) terminates automatically upon expiration of the one hundred and eighty (180) day period set forth herein, and Buyer and its Affiliates (including the Sale Entities) shall thereafter cease all use of the Dominion Marks, except for de minimis internal and non-public uses permitted herein.
Effective upon Closing except with respect to those covenants and agreements contained herein that by their terms expressly apply at or after the Closing, each of the Parties waives, on its own behalf and on behalf of its respective Affiliates and Representatives, to the fullest extent permitted under applicable Law, any and all rights, Actions and causes of action it may have against any other Party or their respective Subsidiaries and any of their respective current or former Affiliates or Representatives relating to the operation of any Party or its Subsidiaries or their respective businesses or relating to the subject matter of this Agreement, the Schedules, or the Exhibits to this Agreement, whether arising under or based upon any federal, state, local or foreign statute, Law, ordinance, rule or regulation or otherwise. Each Party acknowledges and agrees that it will not assert, institute or maintain any Action, suit, investigation, or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal or equitable theory under which such liability or obligation may be sought to be imposed, that makes any claim contrary to the agreements and covenants set forth in this Section 12.16. Notwithstanding anything herein to the contrary, nothing in this Section 12.16(b) shall preclude any Party from seeking any remedy for actual and intentional fraud by a Party solely and exclusively with respect to the making of any representation or warranty by it in ARTICLE 5 or ARTICLE 6 (as applicable). Each Party shall have the right to enforce this Section 12.16 on behalf of any Person that would be benefitted or protected by this Section 12.16 if they were a party hereto. The foregoing agreements, acknowledgements, disclaimers and waivers are irrevocable. For the avoidance of doubt, nothing in this Section 12.16 shall limit, modify, restrict or operate as a waiver with respect to, any rights any Party may have under any written agreement entered into in connection with the transactions that are contemplated by this Agreement, including any other Transaction Agreement.
Effective upon Closing. Buyer shall have assumed, as set forth in Section 6.10, all of the applicable obligations under the IBEW Collective Bargaining Agreements as they relate to Transferred Union Employees;
Effective upon Closing. Seller may notify all contractors and utility companies serving the Property of the sale of the Property and to (i) return any deposit or deposits posted by Seller, (ii) terminate Seller's account effective on noon on the date of Closing, and (iii) direct to Purchaser all bills for services provided to the Property on and after the date of Closing. Seller and Purchaser shall coordinate such matters and final meter readings of utilities prior to Closing.
Effective upon Closing all Confidential Information relating to the Claims will be deemed to be Confidential Information of Crosshair.
Effective upon Closing each Interest Holder releases the Company and each of its subsidiaries and affiliates, including Corporate PC Source, Inc. ("CPCS") and the Additional Released Parties described below, and the Company releases each Interest Holder, from any and all claims, demands, causes of action, actions, rights, liabilities, contract obligations, damages, attorneys' fees, costs, torts, suits, debts, sums of money, covenants, controversies, agreements, or promises, whether direct or indirect, known or unknown, that (a) the releasing parties now own or hold, or have at any time owned or held, or may in the future own or hold, against the persons and entities they are releasing or any of them, in any capacity, and (b) are or may be based upon any facts, acts, omissions, conduct, purchases, representations, contracts, agreements, events, causes, or matters of any kind that in the case of either clause (a) or (b) (i) existed or occurred prior to the Closing, and (ii) relate in any way to matters related to the acquisition of CPCS by the Company, or any of the Company's prior obligations under the Promissory Notes or with respect to or concerning Contingent Payments.
Effective upon Closing the term of each of The York Galleria Premises Lease, the Lot 1 Lease, the Lot 2 Lease and the Lot 3 Lease shall end with the same full force and effect as if the date of Closing were set forth therein as the last day of the term thereof, and there shall be a pro-ration of all rentals paid thereunder to the effect that rentals shall be due from Buyer for the period ending on the day preceding the Closing Date. Any rentals paid by Buyer applicable to a period subsequent to the day preceding the Closing Date shall be refunded to Buyer and any such refund may be deducted by Buyer from the Purchase Price.
Effective upon Closing. Buyer will be substituted for Echelon -------- as the plan sponsor under the Savings Plan. For a period of at least twelve (12) months following the Closing Date, Buyer covenants and agrees to maintain the Savings Plan in accordance with the terms of the Savings Plan as in effect on the date hereof, except to the extent that Buyer is required to amend the Savings Plan to comply with applicable law.
Effective upon Closing the Majority Shareholder hereby assumes and agrees to pay and perform when due any and all such Deficiencies. Notwithstanding anything to the contrary set forth in this Agreement, the Majority Shareholder shall have no obligation to indemnify any Radio One Indemnitees on account of (i) any Taxes required to be paid by, or on behalf of, any ▇▇▇▇▇ Company as a result of the Mergers not being treated as reorganizations under Section 368(a) of the Code, or (ii) any breach of Section 2.8 resulting from the Mergers not being treated as reorganizations under Sections 368(a) of the Code.