Following Closing. Sellers shall timely file all tax returns and reports relating to the Assets, the Contracts and the conduct of the construction, maintenance and operation of the Facility prior to Closing which have not been filed or were not yet due to be filed prior to Closing, and Sellers shall timely pay all taxes, assessments, fees, interest, penalties and governmental charges relating to the Assets, the Contracts or the conduct of the construction, maintenance and operation of the Facility prior to Closing which have not been paid or were not yet due and payable prior to Closing.
Following Closing. Buyer shall not and shall cause its Affiliates (including New Property Owner) not to use (directly or indirectly, in any manner or for any reason) the Guest Data until the Property Lease Expiration Date. Following Closing, each of Buyer and Seller shall not and shall cause its respective Affiliates (including New Property Owner in the case of Buyer) not to use the Guest Data (a) in contravention of the terms of the customer agreement, consent, privacy policies or other policies of Seller or any of its Affiliates applicable to such Guest Data (each a “Seller Privacy Policy”) but only to the extent that such Seller Privacy Policies (i) are consistent with the privacy policies applicable to data collected at facilities owned or operated by Seller or any of its Affiliates that are located in Nevada and (ii) with respect to modifications, updates or introduction of Seller Privacy Policies after the Effective Date but prior to the Property Lease Expiration Date, do not disproportionately adversely impact the hotel and casino operations at the Property, (b) in any activity that would be reasonably expected to constitute spamming, or (c) to offer, solicit or promote any illegal, obscene, inappropriate, adult oriented, or pornographic material or activity or to engage in any activity in violation of any applicable laws or the terms of the Seller Privacy Policies. Notwithstanding the foregoing, Buyer (and New Property Owner) shall no longer be required to comply with Seller’s Privacy Policies following the Property Lease Expiration Date and thereafter following the date that Buyer (or New Property Owner) has notified Persons to whom Guest Data relates of Buyer’s or New Owner’s customer agreements, consents, privacy policies or other policies applicable to Guest Data (each a “Buyer’s Privacy Policy”) so long as (i) Buyer’s Privacy Policies are no less protective of such Guest Data than Seller’s Privacy Policies and (ii) Buyer’s Privacy Policies comply with all Legal Requirements. Following the Property Lease Expiration Date, there shall be no restriction on the ability of Buyer, its Affiliates (including New Property Owner) or any successor-in-interest to Buyer (including any lender or any of lender’s designees) to, sell or transfer the Guest Data to any other Person or to use the Guest Data in any manner that is not in violation of (x) Seller’s Privacy Policies or Buyer’s Privacy Policies, as applicable in accordance with the immediately preceding sentence, (y) Lega...
Following Closing. (a) Following Closing, Vendor shall hold title to the Assets in trust for Purchaser, as bare legal trustee, until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed and, in furtherance thereof:
(i) the Vendor shall forward all statements, notices and other information received by it pursuant to such Title and Operating Document that pertain to the Assets to Purchaser promptly following its receipt thereof;
(ii) the Vendor shall forward to other parties to the Title and Operating Documents such notices and elections pursuant to such Title and Operating Documents pertaining to the Assets as Purchaser may reasonably request; and provided that the Vendor shall not be required to initiate Operations in relation to the Assets.
(b) Purchaser shall indemnify and save harmless the Vendor from and against all of its respective Losses and Liabilities arising as a consequence of the provisions of this Section 6.4, except to the extent caused by the gross negligence or wilful misconduct of the Vendor or its servants, agents or employees. Acts or omissions taken by the Vendor or its servants or agents on the instructions of, or with the approval or concurrence of, Purchaser shall not constitute gross negligence or wilful misconduct.
Following Closing the Seller shall not, and shall procure that its Affiliates shall not, make any public announcement or issue any circular in connection with the existence or the subject matter of this Agreement without the prior written approval of WireCo (such approval not to be unreasonably withheld or delayed). WireCo and its Affiliates following the Closing shall be entitled to make public announcements from time to time but such public announcements shall not include commercial specificities of this Agreement other than details that WireCo is required to disclose by law or regulation or is required to disclose to its bondholders under the terms of the US$275 million 9.5% Senior Notes due 2017 issued by WireCo or any bond or security issued by WireCo or its Affiliates after the date of this Agreement.
Following Closing. Buyer shall use its commercially reasonably efforts to obtain from the Department of Insurance of the State of New Jersey a waiver of the requirement that First Re maintain the Surety Bond. If Buyer obtains such waiver and, as a result of the subsequent cancellation of the Surety Bond, receives a refund of any premium paid in connection with the issuance of the Surety Bond, Buyer shall remit promptly after receipt thereof the amount of such refund to Seller.
Following Closing. Buyer shall give full credit for all service with the Company or any affiliate thereof ("Affiliate"), and any predecessor thereto to the extent that service with such predecessor entity was recognized under the applicable Plan of the Company or any Affiliate, to each employee of the Company ("Employee") for purposes of waiting periods relating to preexisting conditions under medical plans, eligibility to participate in, vesting under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer or its subsidiaries (including, without limitation, any vacation or accrued sick pay plan or policy) on or after the Closing Date. Prior to the Closing Date, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(l) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer or its subsidiaries. 23
Following Closing. Buyer freely may assign any or all rights or delegate any or all of its obligations under this Agreement without the express written consent of Seller or Shareholder. No assignment shall relieve the assignor of any liability or obligation hereunder. Neither Seller nor Shareholder may assign any rights or delegate any obligations under this Agreement without the prior written consent of Buyer, and any prohibited assignment or delegation will be null and void.
Following Closing. Immediately following the Closing, the Parties shall take the following steps:
(1) all directors of the Company shall deliver resignations as directors seriatim and elect nominees of Stake to fill the vacancies thereby created and all directors and officers shall deliver releases of all claims against the Company (other than claims against the errors and omissions policy referred to in Section 6.2) and the Company shall deliver to such directors and officers a complete release of all claims against them.
Following Closing the Minority Purchase Process shall be initiated in the name of the Buyer but completed jointly between the Majority Sellers’ Representatives and the Buyer with assistance from the Majority Sellers’ legal counsel (the “Legal Counsel”) and Computershare A/S. The Legal Counsel and Computershare shall prepare and draft all documents and assist with executing all transaction steps listed in the Minority Purchase Process on behalf of the Buyer. The Parties have agreed that any costs related to the post-Closing steps of the Minority Purchase Process shall be split 50/50 between the Majority Sellers and the Buyer up to an amount of DKK 500,000 (ex. VAT) (“Minority Purchase Process Cap”). Any additional costs in relation to the post-Closing Minority Purchase Process steps in excess of the Minority Purchase Process Cap shall be borne solely by the Majority Sellers.
Following Closing. Seller shall give Buyer and its representatives reasonable access during normal business hours to the Properties, Records, and other financial data necessary for the preparation of the Financial Statements. If requested, Seller shall promptly execute and deliver to the external audit firm that audits the Financial Statements (the “Audit Firm”) such representation letters, in form and substance customary for representation letters provided to external audit firms by management of the company whose financial statements are the subject of an audit or are the subject of a review pursuant to Statement of Accounting Standards 100 (Interim Financial Information), as may be reasonably requested by the Audit Firm, with respect to the Financial Statements, including, as requested, representations regarding internal accounting controls and disclosure controls. As used in this Section 11.4, the term “Records” means all ledgers, books, records, data, files, and accounting and financial records, in each case to the extent related primarily to the Properties, or used or held for use primarily in connection with the maintenance or operation thereof.
