Common use of Following Closing Clause in Contracts

Following Closing. (a) Following Closing, Vendor and Dover shall hold their title to the Assets in trust for Purchaser until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed. (b) Following Closing, Vendor and Dover shall represent Purchaser in all matters arising under a Title and Operating Document until Purchaser is substituted as a party thereto in the place of Dover or Vendor, whether by novation, notice of assignment or otherwise and, in furtherance thereof all payments relating to the Assets received by Dover or Vendor pursuant to the Title and Operating Documents, other than those to which Dover or Vendor is entitled under Article 4, shall be received and held by Vendor or Dover as a trustee for Purchaser and Vendor or Dover shall remit such amounts to Purchaser within a reasonable period of time. (c) Purchaser shall indemnify and save harmless Dover and Vendor from and against all of Vendor's or Dover's Losses and Liabilities arising as a consequence of the provisions of subsections 8.2(e), 8.3(a) or (b) hereof, except to the extent caused by the gross negligence or wilful misconduct of Vendor or Dover, or their respective servants, agents or employees and except to the extent reimbursed to Vendor or Dover by insurance. Vendor and Dover shall indemnify and save harmless Purchaser from all of Purchaser’s Losses and Liabilities arising as a result of the gross negligence or wilful misconduct of Vendor or Dover or their respective servants, agents or employees in connection with Vendor’s and Dover's obligations under subsections 8.3(a) or (b). Acts or omissions taken by Vendor or Dover or their respective servants or agents with the approval of Purchaser shall not constitute gross negligence or wilful misconduct for purposes of this subsection. (d) Insofar as Vendor or Dover maintains the Assets and takes actions with respect thereto on behalf of Purchaser pursuant to this Article, Vendor or Dover shall be deemed to have been the agent of Purchaser hereunder. Purchaser ratifies all actions taken by Vendor or Dover, or refrained to be taken by Vendor or Dover, pursuant to the terms of this Article 8 in such capacity during such period, with the intention that all such actions shall be deemed to be those of Purchaser. (e) Insofar as Vendor or Dover participates in either operations or the exercise of rights or options as the agent of Purchaser pursuant to this Article, Vendor or Dover may require Purchaser to secure the costs to be incurred by Vendor or Dover on behalf of Purchaser pursuant to such election in such manner as may be reasonably appropriate in the circumstances.

Following Closing. (a) Following Closing, Vendor and Dover shall hold their its title to the Assets in trust for Purchaser Purchaser, as bare legal trustee, until all necessary Specific Conveyances including notifications, registrations and other steps required to transfer such title to Purchaser have been completed.; (b) Following ClosingFrom the date hereof, Vendor and Dover shall represent Purchaser in all matters arising under a Title and Operating Document until Purchaser is substituted as a party thereto in the place of Dover or Vendor, whether by novation, notice of assignment or otherwise and, in furtherance thereof thereof: (i) all payments relating to the Assets received by Dover or Vendor following Closing pursuant to the Title and Operating DocumentsDocument, other than those to which Dover or Vendor is entitled under Article 4, shall be received and held by Vendor or Dover as a trustee in trust for Purchaser and Vendor or Dover shall promptly remit such amounts to Purchaser; (ii) 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 within a reasonable period (including, without limitation, any independent operation notices and any potential acquisitions pursuant to any active areas of time.mutual interest in respect of the Assets) promptly following their receipt by Vendor; and (iii) Vendor shall forward to other parties to the Title and Operating Document such notices and elections pursuant to such Title and Operating Document pertaining to the Assets as Purchaser may reasonably request (including, without limitation, any elections made by Purchaser in respect of any independent operation notices and any potential acquisitions pursuant to any active areas of mutual interest in respect of the Assets); (c) Purchaser shall indemnify and save harmless Dover and Vendor from and against all of Vendor's or Dover's Losses and Liabilities arising as a consequence of the provisions of subsections 8.2(e), 8.3(asubsection 10.3(a) or and (b) hereof, except to the extent caused by the gross negligence or wilful misconduct of Vendor or Dover, or their respective its servants, agents or employees and except to the extent reimbursed to Vendor or Dover by insurance. Vendor for Vendor's overhead and Dover shall indemnify and save harmless Purchaser from all of Purchaser’s Losses and Liabilities arising as a result of the gross negligence or wilful misconduct of Vendor or Dover or their respective servants, agents or employees in connection with Vendor’s and Dover's obligations under subsections 8.3(a) or (b)general administrative costs. Acts or omissions taken by Vendor or Dover or their respective its servants or agents with the approval of Purchaser shall not constitute gross negligence or wilful misconduct for purposes of this subsection. (d) Insofar as Vendor or Dover maintains the Assets and takes actions with respect thereto on behalf of Purchaser pursuant to this Article, Vendor or Dover shall be deemed to have been the agent of Purchaser hereunder. Purchaser ratifies all actions taken by Vendor or Dover, or refrained to be taken by Vendor or Dover, pursuant to the terms of this Article 8 in such capacity during such period, with the intention that all such actions shall be deemed to be those of Purchaser. (e) Insofar as Vendor or Dover participates in either operations or the exercise of rights or options as the agent of Purchaser pursuant to this Article, Vendor or Dover may require Purchaser to secure the costs to be incurred by Vendor or Dover on behalf of Purchaser pursuant to such election in such manner as may be reasonably appropriate in the circumstances.

Following Closing. (a) Following Closing, Vendor and Dover shall hold their its title to the Assets in trust for Purchaser until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed. (b) Following Closing, Vendor and Dover shall represent Purchaser in all matters arising under a Title and Operating Document until Purchaser is substituted as a party thereto in the place of Dover or VendorVendor and Vendor is released therefrom, whether by novation, notice of assignment or otherwise and, in furtherance thereof thereof; (i) all payments relating to the Assets received by Dover or Vendor pursuant to the such Title and Operating DocumentsDocument, other than those to which Dover or Vendor is entitled under Article 4, shall be received and held by Vendor or Dover as a trustee for Purchaser and Vendor or Dover shall promptly remit such amounts to Purchaser; (ii) Vendor shall forward all statements, notices, AFE's and other information received by it pursuant to such Title and Operating Document that pertain to the Assets to Purchaser within a reasonable period of timepromptly following their receipt by Vendor; and (iii) Vendor shall forward to other parties to the Title and Operating Document such notices and elections pursuant to such Title and Operating Document pertaining to the Assets as Purchaser may reasonably request, provided that Vendor may refuse to follow instructions which it reasonably believes to be unlawful, unethical, or in conflict with an applicable contract. (c) Purchaser shall indemnify and save harmless Dover and Vendor from and against all of Vendor's or Dover's Losses and Liabilities arising as a consequence of the provisions of subsections 8.2(e), 8.3(a) or and (b) hereof, except to the extent caused by the gross negligence or wilful willful misconduct of Vendor or Dover, or their respective its servants, agents or employees and except to the extent reimbursed to Vendor or Dover by insuranceemployees. Vendor and Dover shall indemnify and save harmless Purchaser from all of Purchaser’s 's Losses and Liabilities arising as a result of the gross negligence or wilful willful misconduct of Vendor or Dover or their respective servants, agents or employees in connection with Vendor’s and Dover's obligations under subsections 8.3(a) or (b). Acts or omissions taken by Vendor or Dover or their respective servants or agents with the approval of Purchaser shall not constitute gross negligence or wilful misconduct for purposes of this subsection. (d) Insofar as Vendor or Dover maintains the Assets and takes actions with respect thereto on behalf of Purchaser pursuant to this Article, Vendor or Dover shall be deemed to have been the agent of Purchaser hereunder. Purchaser ratifies all actions taken by Vendor or Dover, or refrained to be taken by Vendor or Dover, pursuant to the terms of this Article 8 in such capacity during such period, with the intention that all such actions shall be deemed to be those of Purchaser. (e) Insofar as Vendor or Dover participates in either operations or the exercise of rights or options as the agent of Purchaser pursuant to this Article, Vendor or Dover may require Purchaser to secure the costs to be incurred by Vendor or Dover on behalf of Purchaser pursuant to such election in such manner as may be reasonably appropriate in the circumstances.

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) Following Closingin contravention of the terms of the customer agreement, Vendor and Dover shall hold their title 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 Assets 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 trust for Purchaser until all necessary notificationsNevada and (ii) with respect to modifications, registrations 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 other steps required to transfer such title to Purchaser have been completed. 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 Closingthe Property Lease Expiration Date, Vendor and Dover there shall represent Purchaser 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 all matters arising under a Title and Operating Document until Purchaser any manner that is substituted not in violation of (x) Seller’s Privacy Policies or Buyer’s Privacy Policies, as a party thereto applicable in accordance with the immediately preceding sentence, (y) Legal Requirements or (z) any applicable data sharing opt outs communicated by any relevant customer as documented in the place of Dover Guest Data records or Vendor, whether information provided by novation, notice of assignment or otherwise andSeller to Buyer at any time prior to the Property Lease Expiration Date. Buyer and Seller agree that, in furtherance thereof all payments relating the event of a conflict among, or it is unclear which of, the terms of any such Seller Privacy Policy are applicable, the terms most favorable to and protective of the Persons to whom such Guest Data relates shall apply for purposes of this Section 5.5.2. Notwithstanding the foregoing sentences of this Section 5.5.2, Buyer and Seller agree to obtain consent from the Person(s) to whom the applicable Guest Data relates before materially changing the terms of any customer agreement, consent, privacy policy or other policy applicable to such Guest Data; provided, however, if the change provides materially more protection to the Assets received by Dover or Vendor pursuant Guest Data, then the applicable party may instead provide sufficiently prominent and robust written notice to the Title such Person at least thirty (30) days prior to making such change and Operating Documents, other than those to which Dover or Vendor is entitled under Article 4, shall be received and held by Vendor or Dover as a trustee for Purchaser and Vendor or Dover shall remit such amounts to Purchaser within a reasonable period of time. (c) Purchaser shall indemnify and save harmless Dover and Vendor from and against all time for such Person to opt out of Vendor's such change. Notwithstanding anything contained in this Contract or Dover's Losses and Liabilities arising as a consequence any Ancillary Agreement to the contrary, the use of the provisions of subsections 8.2(e)Guest Data by Buyer and Seller and their respective Affiliates shall, 8.3(a) or (b) hereofin all events, except be subject to the extent caused by covenants, limitations and restrictions set forth in this Contract and applicable law (collectively, the gross negligence or wilful misconduct of Vendor or Dover“Use Restrictions”). Buyer and Seller agree to, or and to cause their respective servantsAffiliates (including New Property Owner in the case of Buyer) to, agents or employees maintain commercially reasonable measures to protect the physical safety and except to the extent reimbursed to Vendor or Dover by insurance. Vendor and Dover shall indemnify and save harmless Purchaser from all of Purchaser’s Losses and Liabilities arising as a result data integrity of the gross negligence or wilful misconduct of Vendor or Dover or their respective servants, agents or employees in connection with Vendor’s and Dover's obligations under subsections 8.3(a) or (b). Acts or omissions taken by Vendor or Dover or their respective servants or agents with the approval of Purchaser shall not constitute gross negligence or wilful misconduct for purposes of this subsectionGuest Data. (d) Insofar as Vendor or Dover maintains the Assets and takes actions with respect thereto on behalf of Purchaser pursuant to this Article, Vendor or Dover shall be deemed to have been the agent of Purchaser hereunder. Purchaser ratifies all actions taken by Vendor or Dover, or refrained to be taken by Vendor or Dover, pursuant to the terms of this Article 8 in such capacity during such period, with the intention that all such actions shall be deemed to be those of Purchaser. (e) Insofar as Vendor or Dover participates in either operations or the exercise of rights or options as the agent of Purchaser pursuant to this Article, Vendor or Dover may require Purchaser to secure the costs to be incurred by Vendor or Dover on behalf of Purchaser pursuant to such election in such manner as may be reasonably appropriate in the circumstances.

Following Closing. (ai) Following ClosingPurchaser and CPEC shall notify Vendor in writing within five (5) days of receipt by Purchaser or CPEC of written notice from a Governmental Authority of any pending or threatened Tax audits, Vendor and Dover shall hold their title proposals, assessments or reassessments of Purchaser or CPEC for or on account of Taxes under subsection 116(5) or 116(5.3) of the Income Tax Act (Canada) arising from the acquisition of the Assets by Purchaser hereunder (a “Tax Proceeding”) provided that (x) in the event of a failure to so provide such written notice, Vendor’s obligations under this Agreement will only be limited to the Assets extent that its ability to participate in trust for the Tax Proceeding was prejudiced by the failure of Purchaser and CPEC to provide prompt written notice; and (y) a general Tax audit of Purchaser or CPEC shall not constitute a Tax Proceeding unless or until all necessary notifications, registrations and other steps required a Governmental Authority makes a written inquiry or requests information or submissions that are specific to transfer such title to Purchaser have been completedthe tax residency of Vendor. (bii) Following Closing[Tax-related covenant redacted]. (iii) Vendor shall be entitled to participate in a Tax Proceeding (including retaining legal counsel and other advisors at its own expense) and, provided Vendor and Dover shall represent Purchaser in all matters arising under a Title and Operating Document until Purchaser is substituted as a party thereto participates in the place of Dover or Tax Proceeding, Vendor, whether by novationPurchaser and CPEC shall (w) cooperate with each other in good faith, notice and with the officers, employees, consultants, legal counsel and other advisors of assignment or otherwise andeach other Party, in furtherance thereof making submissions or representations to, or participating in discussions with, the applicable Governmental Authority in connection with a Tax Proceeding; (x) make available to the other Party and to any Governmental Authority all payments information, records and documents relating to the Assets received by Dover or Vendor pursuant to the Title and Operating Documents, other than those to which Dover or Vendor is entitled under Article 4, shall be received and held by Vendor or Dover as a trustee for Purchaser and Vendor or Dover shall remit such amounts to Purchaser within a reasonable period of time. (c) Purchaser shall indemnify and save harmless Dover and Vendor from and against all of Vendor's or Dover's Losses and Liabilities arising as a consequence of the provisions of subsections 8.2(e), 8.3(a) or (b) hereof, except to the extent caused by the gross negligence or wilful misconduct of Vendor or Dover, or their respective servants, agents or employees and except to the extent reimbursed to Vendor or Dover by insurance. Vendor and Dover shall indemnify and save harmless Purchaser from all of Purchaser’s Losses and Liabilities arising as a result of the gross negligence or wilful misconduct of Vendor or Dover or their respective servants, agents or employees in connection with Vendor’s and Dover's obligations under subsections 8.3(a) or (b). Acts or omissions taken by Vendor or Dover or their respective servants or agents with the approval of Purchaser shall not constitute gross negligence or wilful misconduct for purposes of this subsection. (d) Insofar as Vendor or Dover maintains the Assets and takes actions with respect thereto on behalf of Purchaser pursuant to this Article, Vendor or Dover shall be deemed to have been the agent of Purchaser hereunder. Purchaser ratifies all actions taken by Vendor or Dover, or refrained to be taken by Vendor or Dover, pursuant to the terms of this Article 8 in such capacity during such period, with the intention that all such actions shall be deemed to be those of Purchaser. (e) Insofar as Vendor or Dover participates in either operations or the exercise of rights or options as the agent of Purchaser pursuant to this Article, Vendor or Dover may require Purchaser to secure the costs to be incurred by Vendor or Dover on behalf of Purchaser pursuant to such election in such manner Tax Proceeding as may be reasonably appropriate requested by the Governmental Authority or the other Party; and (y) furnish the other Party with copies of all relevant written correspondence received from any Governmental Authority in connection the circumstancesTax Proceeding, all with a view to minimizing the aggregate amount of any potential obligations of Vendor under this Section 2.9(g).