From and after Closing Sample Clauses

From and after Closing. (i) Buyer shall receive a pro rata share of USF funds received by Seller, under Seller's methodology of computing USF, pursuant to FCC rules and regulations. The USF Funds due to Buyer shall be determined by multiplying the number of Access Lines served by the Exchanges on the Closing Date times a per-line amount of USF support received by Seller for the study area containing the Exchanges prior to the Closing Date. The resulting Buyer's annual USF amount shall be prorated in proportion to the number of months in the year from and after the Closing Date. Beginning July 1, 1999 or a date thereafter determined by the FCC, non-rural carriers shall not receive USF pursuant to Part 36 and Part 54, but will receive support in accordance with guidelines using forward-looking economic cost. Except as contemplated by clause (i) below, after the Closing Date, Buyer shall make its own filing in accordance with applicable FCC rules and regulations. Within a reasonable time after Buyer's written request and in any event at least 30 days prior to the NECA filing date, Seller shall furnish to Buyer such necessary information regarding Seller's ownership of the Transferred Assets during the partial calendar year prior to the Closing Date and the prior calendar year and such reasonable assistance, at Buyer's expense, as required in connection with Buyer's preparation of necessary filings or submissions. (ii) If Closing occurs within 30 days before the NECA filing date for the USF to be received in the subsequent calendar year, then Seller will include the Exchanges in its NECA filing for the subsequent calendar year. Buyer shall receive, in the subsequent calendar year, a pro rata share of USF Funds received by Seller, under Seller's methodology of computing USF, pursuant to applicable FCC rules and regulations; provided that in no event shall such sharing continue for more than 18 months after the Closing Date. The USF Funds due to Buyer shall be determined by multiplying the number of Access Lines served by the Exchanges on the Closing Date times the per-line amount of USF support received by Seller for the study area containing the Exchanges in the full calendar year subsequent to the Closing Date. (iii) Notwithstanding the foregoing, Buyer's right to receive a pro rata share of USF is conditioned upon Buyer's payment, from and after the Closing Date, of a pro rata share of the annual universal service contribution liability assessed by the Universal Service Administrat...

From and after Closing. (a) Upon Closing, Sellers shall direct all appropriate Persons that all payments discussed in Section 10.5.1 that relate to the operation of the Business after the Closing Date with respect to the Study Area(s) comprising the Seller Exchanges shall be paid to Buyer. In the event any such Person fails to make such payment to Buyer and pays Sellers, Sellers shall immediately deliver such funds to Buyer. (b) From and after Closing, the parties shall make all data and other submissions required by FCC rules with respect to USF and other high cost reimbursement programs. The parties shall cooperate and provide any data or information related to the foregoing as may reasonably be requested by the other party hereto.

From and after Closing. Buyer hereby indemnifies Limited Brands and its Affiliates against and agrees to hold each of them harmless from any and all Damages actually incurred or suffered by Limited Brands or any of its Affiliates arising out of or related in any way to any Warranty Breach or breach of a covenant, in each case of Buyer contained in this Agreement.

From and after Closing neither Buyer nor Seller shall have any obligation or liability under this Agreement or in connection with the transaction contemplated in this Agreement for any breach of a representation or warranty by such party prior to Closing by reason of any fact or facts of which the other party had knowledge prior to Closing if and to the extent such other party breached its obligation to give notice of such fact or facts to the other party pursuant to Section 4.1(cc) or 4.2(j), as applicable. From and after Closing, this Section 9.5 shall constitute the sole remedy of Buyer and Seller for the other party's breach of Section 4.1(cc) or 4.2(j), as the case may be.

From and after Closing. Seller shall indemnify and hold harmless Buyer from and against any and all Liabilities (including reasonable attorneys' fees, expenses and disbursements) arising out of (i) a breach by Seller of any representation, warranty or covenant set forth herein (however, such indemnity shall not extend beyond the one (1) year survival period set forth in Paragraph 8.4), (ii) events or contractual obligations, acts, or omissions of Seller that occurred in connection with the ownership or operation of the Property prior to the Closing Date and during the ownership of the Property by Seller or any of its affiliates, or (iii) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date and during the ownership of the Property by Seller or any of its affiliates.

From and after Closing. (a) Buyer shall receive a pro rata share of USF funds received by Seller, under Seller's methodology of computing USF, pursuant to FCC Rules and Regulations as stated in Part 36.601(c) for rural carriers. The USF Funds due to Buyer shall be determined by multiplying the number of lines sold times a per-line amount of USF support received by Seller prior to the date of sale of the Business. The resulting Buyer's annual USF amount shall be prorated in proportion to the number of months in the year from and after the Closing Date. Beginning July 1, 1999 or a date thereafter determined by the FCC, non-rural carriers shall not receive USF pursuant to Part 36, but will receive support in accordance with guidelines using forward-looking economic cost. Buyer shall make its own filing in accordance with said FCC Rules and Regulations, Part 36.611 and Part 36.612 for rural carriers and Part 54 for non-rural carriers. Within a reasonable time after Buyer's written request, Seller shall furnish to Buyer such necessary information regarding Seller's ownership of the Purchased Property during the partial calendar year prior to the Closing Date and such reasonable assistance as required in connection with Buyer's preparation of necessary filings or submissions. (b) Notwithstanding the foregoing, Buyer's right to receive a pro rata share of USF is conditioned upon Buyer's payment, from and after the Closing Date, of a pro rata share of the annual universal service contribution liability assessed by the Universal Service Administrative Company (USAC) based on end-user retail revenues for the previous year generated by assets being sold. The resulting Buyer's annual USF obligation for assets purchased shall be prorated in proportion to the number of months in the year from and after the Closing Date.

From and after Closing. Buyer agrees that it shall (i) cause the Companies to complete the institutional network projects described in Schedule 6.4(g) hereto (the "Institutional Network Projects") and (ii) to the extent that Seller or any Affiliate of Seller provides a guarantee or other surety for the obligations or liabilities of the Companies arising under the Institutional Network Projects, Buyer shall provide a guarantee or other surety to substantially the same extent that Seller or any of its Affiliates is required to provide any such guarantee or surety for any of the Companies in connection with such Institutional Network Projects as of the date hereof. To the extent that any guarantee or surety by Seller or any of its Affiliates under any Contract or Franchise related to the Institutional Network Projects is not released unconditionally at Closing, Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any and all claims, losses, liabilities, damages, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of any such guarantee or surety; provided, however, that Buyer's indemnification and hold harmless obligation under this Section 6.4(g) shall only relate to guarantees and sureties disclosed on Schedule 6.4(e).

From and after Closing the Buyer shall cause the Companies to take such actions as may be reasonably necessary to satisfy any obligations (if any) arising under the Key Agreements or Tunisian Law as a result of the transactions contemplated by this Agreement.

From and after Closing. If at any time during the exploration or development of the Property Con Sil or Minera El Morro wish to sell, option, enter into a farmout, lease, joint venture, or other agreement whereby Con Sil or Minera El Morro would transfer or grant any portion of or all of its rights in Minera El Morro or the Property to a third party (hereinafter referred to as an "Opportunity"), Con Sil shall provide written notice to Hecla of the Opportunity containing a detailed explanation of the terms and conditions thereof. Hecla shall have sixty (60) days after its receipt of such notice in which to provide Con Sil with a written notice of its exercise of its right to enter into an agreement with Con Sil or Minera El Morro on the terms contained in Con Sil's notice of Opportunity to Hecla. In the event that Hecla elects to exercise its right to acquire the Opportunity pursuant to this Section 11 of this Agreement, Hecla and Con Sil shall promptly and in good faith proceed to finalize and execute a written agreement setting forth the terms thereof within thirty (30) days of Hecla's

From and after Closing. Buyer shall defend, indemnify and hold harmless Seller and its successors and assigns (the “Seller Indemnified Parties”) from and against any and all Damages incurred by the Seller Indemnified Parties, whether or not resulting from third party claims, arising out of or resulting from: (i) any breach by Buyer of its representations and warranties made under this Agreement or in the certificate delivered pursuant to Section 8.2(d) (in each case, without giving effect to any materiality or Material Adverse Effect qualifiers); (ii) any default by Buyer of any covenant or agreement made in this Agreement; (iii) the Assumed Obligations and Transfer Taxes that Buyer is responsible for pursuant to Section 11.1; (iv) the ownership, business or operation of the Business after the Effective Time; and (v) any Damages Seller incurs as a result of Buyer’s failure to assume any Section 1.2(r) Contract.