No Post Closing Liabilities Sample Clauses

No Post Closing Liabilities. Except as set forth in ‎Section 6.2 at the Effective Time, no Rights Holder, in its capacity as a shareholder, director or officer of the Company or its Subsidiary, or as a Carve-Out Plan Participant will be entitled to any indemnity, reimbursement or other similar rights from the Buyer, the Surviving Corporation or its Subsidiary, including, without limitation, by virtue of such Rights Holder's investment in the Company or any other Contract executed between the Company or its Subsidiary and such Rights Holder in his capacity as such, and no obligation, liability or other circumstances shall exist at the Effective Time that give or may give rise to any liability of the Buyer, the Surviving Corporation or its Subsidiary to any Rights Holder, other than as specifically set forth in this Agreement.
Sample 1
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No Post Closing Liabilities. Effective as of the Closing, (i) the liabilities and obligations of the Selling Parties to the Joint Venture are terminated and the Selling Parties shall not have any obligation to fund any liabilities of the Joint Venture after the Closing Date and (ii) all liabilities and obligations of the Joint Venture to the Selling Parties, other than pursuant to Section 7.4 hereof, are terminated and the Selling Parties shall be deemed to have waived any claims for payment of distributions or otherwise by the Joint Venture. The parties agree that the preceding sentence shall not in any manner derogate or limit the Selling Parties' obligations under this Agreement, including, without limitation, its indemnification obligations under Article VI.
Sample 1

Related to No Post Closing Liabilities

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Closed-End Funds With regard to any Fund that is a closed-end Fund,

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

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