Other Post-Closing Actions Sample Clauses

Other Post-Closing Actions. The Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 5.11 within the time periods set forth in Schedule 5.11. The provisions of Schedule 5.11 shall be deemed incorporated by reference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.11 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 5.11 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a representation, warranty and covenant by the Borrower to each of the Lenders that the actions required pursuant to this Section 5.11 will be, or have been, taken within the relevant time periods referred to in this Section 5.11.
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Other Post-Closing Actions. The relevant members of the Company Group shall duly complete each action set forth in Part 1 (Post Closing Actions) of Exhibit J hereof in such manner as reasonably satisfactory to the Investors.
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Other Post-Closing Actions. The Sellers shall fulfill and settle any and all claims the Phantom Stockholders have under the Phantom Stock Agreements and the Amendment, Assumption and Release Agreements and shall deliver evidence thereof reasonably acceptable to the Purchaser, including providing evidence to the Purchaser of the prompt payment to the Phantom Stockholders of the portion of the Cash Purchase Price Portion and any Milestone Purchase Prices to which they have a claim against Sellers pursuant to the Phantom Stock Agreements and Release Agreements.
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Other Post-Closing Actions. Following the Closing Time, the Principal will take or cause to be taken, as applicable, all actions and steps necessary or desirable to implement the Post-Closing Transactions on a basis consistent with that set out in Schedule 8.17, including the sequencing of actions and events set forth therein. Buyer will cooperate with the Principal to the extent reasonably required of Buyer in order to effect the Post-Closing Transactions in accordance with this Agreement.
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Other Post-Closing Actions. With respect to the actions specified under the first column of Schedule II, the Company shall take such action therein specified, and/or cause a Guarantor or other Subsidiary, as applicable, to take such action, within the time period specified by the second column of Schedule II. ARTICLE FIVE SUCCESSOR CORPORATION
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Other Post-Closing Actions. USSC shall not cause or permit (a) any distribution on the Closing Date or for a period of two (2) years after the Closing by the Surviving Corporation with respect to the stock of the Surviving Corporation, including without limitation, a dividend distribution and a distribution in partial or complete liquidation of the Surviving Corporation or (b) the filing of an election pursuant to Section 338 of the Code with respect to the Merger.
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Other Post-Closing Actions. On the Closing Date, following the Closing Time, Seller shall redeem all of the Preferred Shares (the “Preferred Share Redemption”), in consideration of the payment to Buyer, as the holder of such shares, of the Preferred Share Redemption Price by the delivery, in absolute payment and satisfaction of such Preferred Share Redemption Price, of a non-interest bearing demand promissory note with a principal amount equal to such Preferred Share Redemption Price (the “Preferred Share Redemption Note”) and substantially in the form attached hereto as Exhibit H. • On the Closing Date, following the delivery of the Preferred Share Redemption Note, the Preferred Share Redemption Note and the Asset Purchase Note will each be fully paid and satisfied by way of a set-off against each other and shall be cancelled, with no further action required by any Party. EXHIBIT A DEFINITIONS
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Other Post-Closing Actions. Neither the Acquirer nor any of its Affiliates (including, after the Closing, the Company) shall (a) amend, refile, revoke, or otherwise modify any Tax Return or Tax election of the Company with respect to a Pre-Closing Tax Period, (b) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to any Pre-Closing Tax Period, or (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, in each case, without first consulting with the Sole Owner and considering its comments with respect to such action in good faith and obtaining the Sole Owner's written consent prior to making any change that would increase any Taxes or reduce any Tax refund or Tax benefit for a Pre­ Closing Tax Period. None of Acquirer, Merger Sub, the Company or the Representatives shall, and they shall not permit any of their respective affiliates to, take or fail to take any action (prior to or following the Closing) which action or failure to act would prevent the Transaction from qualifying as a reorganization within the meaning of Section 368(a) of the Code. This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a plan of reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). Acquirer, Merger Sub and the Company shall treat and report the Transaction as a reorganization within the meaning of Section 368(a) of the Code (and any comparable state or local tax statute) for all Tax purposes, unless otherwise required pursuant to a "determination" within the meaning of Section 1313(a) of the Code. The provisions of this Section 4.4(d) shall survive the Closing and are intended to be for the benefit of and shall be enforceable by the Sole Owner.
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Related to Other Post-Closing Actions

  • Post-Closing Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

  • Closing Actions At the Closing:

  • Pre-Closing Actions 6.1. Between the Execution Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Companies and the Seller shall:

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Pending Actions There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Pre-Closing Tax Returns From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information (which shall remain subject to Section 4.1, as applicable) and other information relating to the MRT Program within the possession or control of such party and (b) reasonable access to the personnel of such party related to the MRT Program, in each case in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available; provided, however, that no such reimbursements shall be required for general overhead or the salary or cost of benefits or similar expenses pertaining to employees of the providing party. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege, (y) to violate applicable Law or (z) to take any action that would result in the disclosure of any trade secrets (for the avoidance of doubt, without limitation of the Seller’s obligation to provide the Buyer with the Transferred Assets as provided hereunder and the services under the Transition Services Agreement) (provided that, in the case of clauses (i)(x) and (i)(y), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such violation or waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The parties acknowledge that, with respect to e-mails, (i) the Buyer shall solely be entitled to request, based on a specific keyword search, any e-mails of the Business Employees since [**] that are exclusively related to the MRT Program and are Excluded Assets, (ii) any e-mails provided to the Buyer pursuant to this Section 4.2 shall require the assistance of a third-party vendor to review and provide such e-mails and the Buyer shall be responsible to pay any costs and expenses incurred by the Seller related thereto and (iii) Shire shall only be required to retain such e-mails for [**] from their respective delivery dates.

  • Post-Closing Collateral Matters Execute and deliver the documents and complete the tasks set forth on Schedule 5.14, in each case within the time limits specified on such schedule.

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