Effects of Closing. (a) as of the Closing Date the Parties agree as follows:
Effects of Closing. For All Accounts, if you close your account before dividends are credited, you will not receive accrued dividends. Share Value Par value of one share $5.00 Number of shares required 1 The rates appearing on this Disclosure are accurate as of the Effective Date indicated on this Truth-in-Savings Disclosure. If you have any questions or require current rate information on your accounts, please call the Credit Union. Truth-in-Savings Disclosure: Term Share Certificates and Individual Retirement Arrangements Except as specifically described, the following disclosures apply to all accounts. All accounts described in this Truth-in-Savings Disclosure are certificate and/or IRA certificate accounts.
Effects of Closing. Upon Closing the ownership of the Assets as well as the full responsibility for the use of the Assets and the full responsibility for the conduct of the business comprising the use of the Assets shall pass from Seller to Buyer. Seller shall remain exclusively responsible for the conduct of the Business prior to Closing (including any consequences therefrom which may appear after the Closing). Buyer shall be exclusively responsible for the conduct of the Business from Closing. Buyer acknowledges that as per the Closing the product liability insurance of Seller and its Affiliates will terminate and Buyer shall be responsible for proper insurance of the product liability and other risks relating to the Products. Within sixty (60) days of Closing, Seller shall remit to Buyer a sum representing the net proceeds of sales to customers of the Products between October 1, 1997 and Closing. This sum shall account for historical rates of product returns, contract chargebacks, rebates and any other offsets on these sales, as well as allow Seller a 5% fee for distribution, general and administrative and collection costs. The Closing shall further have the other effects provided for in this Agreement.
Effects of Closing. All the actions required to be performed at Closing shall be deemed to have occurred simultaneously, and none of such actions shall be considered performed, until and unless all such actions have been performed, or the requirement thereof has been validly waived by the relevant party. Closing shall not, in and of itself, constitute a waiver by either party of any of its rights in relation to any breach by the other party prior to Closing of any representation or warranty or any undertaking made by such other party in this Agreement. Table of Contents
Effects of Closing. Upon Closing the ownership of the Assets as well as the full responsibility for the use of the Assets and the full responsibility for the conduct of the business comprising the use of the Assets shall pass from Seller to Buyer. Seller shall remain exclusively responsible for the conduct of the Business prior to Closing (including any consequences therefrom which may appear after the Closing). Buyer shall be exclusively responsible for the conduct of the Business from Closing. Buyer acknowledges that as per the Closing the product liability insurance of Seller and its Affiliates will terminate and Buyer shall be responsible for proper insurance of the product liability and other risks relating to the Products. The Closing shall further have the other effects provided for in this Agreement.
Effects of Closing. Upon Closing the ownership of the Assets as well as the full responsibility for the use of the Assets and the full responsibility for the conduct of the business comprising the use of the Assets shall pass from Seller to Buyer. Seller shall remain exclusively responsible for the conduct of the Business prior to Closing (including any consequences therefrom which may appear after the Closing). Buyer shall be exclusively responsible for the conduct of the Business from Closing. Buyer acknowledges that as per the Closing the product liability insurance of Seller and its Affiliates will terminate and Buyer shall be responsible for proper insurance of the product liability and other risks relating to the Products. Within sixty (60) days of Closing, Seller shall remit to Buyer a sum representing the net proceeds of sales to customers of the Products between October 1, 1997 and Closing. This sum shall account for historical rates of product returns, contract chargebacks, rebates and any other offsets on these sales, as well as allow Seller a 5% fee for distribution, general and administrative and collection costs. At the Closing the License Agreement and the Manufacturing Agreement between Xxxxxxxx-Xx Xxxxx Inc. ("HLR Inc.") and ICN., both dated July 1, 1988, as well as the related Transfer Agreement between HLR Inc. and ICN dated November 1, 1996 pertaining to the transfer of the manufacturing of Tensilon shall terminate with respect to Tensilon effective October 1, 1997 to the extent superseded by this Agreement, in particular the license and the royalty provisions, it being understood that the provisions pertaining to the transfer of the manufacturing from HLR Inc. to ICN shall continue to apply and that HLR Inc. shall continue to supply Tensilon to ICN until completion of the transfer of manufacturing pursuant to the Transfer Agreement. In the event that a third party toll manufacturer manufactures these Products for Xxxxxxxx-Xx Xxxxx Inc., the pertaining toll manufacturing agreement(s) shall be assigned to and assumed by Buyer at Closing effective as per the Effective Date on the same terms now existing, provided such terms are commercially reasonable, subject to any necessary consent of the toll manufacturer.
Effects of Closing. For All Accounts, if you close your account before dividends are credited, you will not receive accrued dividends. Share Value Par value of one share $5.00 Number of shares required 1 The rates appearing on this Disclosure are accurate as of the Effective Date indicated on this Truth-in-Savings Disclosure. If you have any questions or require current rate information on your accounts, please call the Credit Union. Truth-in-Savings Disclosure: Term Share Certificates and Individual Retirement Arrangements Except as specifically described, the following disclosures apply to all accounts. All accounts described in this Truth-in-Savings Disclosure are certificate accounts. Rate Information The Annual Percentage Yield is a percentage rate that reflects the total amount of dividends to be paid on an account based on the dividend rate and frequency of compounding for an annual period. For all accounts, the dividend rate and annual percentage yield are fixed and will be in effect for the term of the account. For accounts subject to dividend compounding, the annual percentage yield is based on an assumption that dividends will remain on deposit until maturity. A withdrawal of dividends will reduce earnings.
Effects of Closing. Upon Closing the ownership of the Assets as well as the full responsibility for the use of the Assets and the conduct of the Business comprising the use of the Assets shall pass from Seller or Seller's Affiliate to Buyer or Buyer's Affiliate. Seller shall remain exclusively responsible for the conduct of the Business prior to Closing (including any consequences therefrom which may appear after the Closing). Buyer shall be exclusively responsible for the conduct of the Business from Closing. Buyer acknowledges that, as per the Closing, Buyer shall be responsible for proper insurance of the product liability and other risks relating to the Business. Closing shall not prejudice the Buyer and shall not constitute a waiver in relation to any claim it may have for damages caused by reason of a breach of any of the covenants contained in Article 6. The Closing shall further have the other effects provided for in this Agreement.
Effects of Closing. Unless expressly provided herein to the contrary, all rights, obligations, representation and warranties of the Parties shall survive any investigation made by the Parties and shall survive Closing of this Agreement.
Effects of Closing. 10.1 The terms of this Agreement shall insofar as not performed at Closing and subject as specifically otherwise provided in this Agreement continue in force after and notwithstanding Closing.
