Liability for Events Prior to the Closing Date Sample Clauses

Liability for Events Prior to the Closing Date. Seller and the Shareholders shall be jointly and severally be responsible for, and shall defend at their own cost, all claims, demands, actions, causes of action, liabilities and losses arising from any bodily injury, property damage, environmental contamination, or other occurrence attributable to or caused (in whole or in part) by any product sold, rented or supplied, or any service furnished, including without limitation, any service furnished by Seller or any of its predecessors or assignors or due to any property owned or operated by Seller, or any other conduct of Seller prior to the Closing, and any claim threatened or asserted against Buyer for any reason whatsoever alleging Buyer’s responsibility for any such liability, loss, damage or other occurrence respecting the operation of the Business prior to the Closing shall be a claim for which Buyer is entitled to indemnity hereunder.
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Liability for Events Prior to the Closing Date. (a) The Shareholders shall be jointly and severally responsible for, and shall defend, indemnify and hold harmless Franklin, Unique and the officers and directors of each, at the cost of each Shareholder, from all claims, demands, causes of action, liabilities and losses not set forth on the Franklin Financial Statements arising from any bodily injury, property damage, environmental contamination or other occurrence attributable to or caused (in whole or in part) by any product manufactured, sold, rented or supplied prior to the Closing Date, or any service furnished prior to the Closing Date, or any property owned or operated by Franklin prior to the Closing Date, or any other conduct of Franklin prior to the Closing Date, except to the extent that such liability results from actions or omissions by Unique or Franklin that occurred after the Closing Date. Any claim against Franklin or Unique alleging any such injury, damage or other occurrence shall be a claim for which Unique is entitled to indemnity pursuant to Article X hereof and shall be governed by the provisions of that Section. Unique shall notify the Shareholders upon Unique's becoming aware of any such claims.
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Liability for Events Prior to the Closing Date. The Shareholders shall be jointly and severally responsible for, and shall defend at their own cost, all claims, demand, actions, causes of action, liabilities and losses not set forth on the Aerocom Financial Statements arising from any bodily injury, property damage, environmental contamination or other occurrence attributable to or caused (in whole or in part) by any product sold, rented or supplied, or any service furnished, or any property owned or operated by Aerocom, or any other conduct of Aerocom. Any claim against Aerocom, Unique Sub or Unique alleging any such injury, damage or other occurrence shall be a claim for which Unique Sub and Unique are entitled to indemnity pursuant to Article X hereof and shall be governed by the provisions of that Section. Unique Sub and Unique shall notify the Shareholders upon Unique's becoming aware of any such claims.
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Related to Liability for Events Prior to the Closing Date

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Closing Deliveries of the Company The obligations of Parent and Merger Subs to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by Parent, at or prior to the Closing, of each of the following conditions:

  • Prior to the Closing Buyer shall, and shall cause its Affiliates and its and their employees, agents, accountants, legal counsel and other representatives and advisers to, hold in strict confidence all, and not divulge or disclose any, information of any kind concerning the Company and its business; provided, however, that the foregoing obligation of confidence shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers, (ii) information that is or becomes available to Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers and (iii) information that is required to be disclosed by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation of any Governmental Authority; and provided further that Buyer promptly shall notify the Company of any disclosure pursuant to clause (iii) of this Section 9.2(a); and, provided, further, that the foregoing obligation of confidence shall not apply to the furnishing of information by Buyer in bona fide discussions or negotiations with prospective lenders.

  • Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

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