Post-Closing Acts Sample Clauses

Post-Closing Acts. At any time, and from time to time after the Closing Date, without the payment of any further consideration, the Parties hereto shall duly execute, acknowledge and deliver such assignments, conveyances, instruments of transfer, and other documents, and will take such other action consistent with the terms of this Agreement, as may be necessary for the purpose of giving effect to this Agreement.
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Post-Closing Acts. Immediately after this Closing Date, the Sellers and the Buyer (as described in the respective obligations) undertake to proceed as set forth in Clauses 4.2, 4.3, 4.4, 4.5 and 4.6 below, under the terms described therein.
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Post-Closing Acts or Omissions of CPEC relating to the CPEC ----------------------------------------------------------- Territory. Interneuron shall indemnify, defend and hold harmless an Intercardia --------- Indemnified Party for 65% of any Liabilities incurred by such Intercardia Indemnified Party and Intercardia shall indemnify, defend and hold harmless an Interneuron Indemnified Party for 35% of any Liabilities incurred by the Interneuron Indemnified Party, resulting from any act or omission of CPEC (which for purposes of this Section 4.3.3 includes any act or omission by Intercardia or Interneuron on behalf of CPEC) occurring after the Closing related to the manufacture, marketing, sale or distribution of Bucindolol or any product containing Bucindolol in the CPEC Territory, including, without limitation, any Liability arising from the (i) breach by CPEC of any obligations relating to the supply of Bucindolol after the Closing for purposes of the CPEC Territory, or any breach of the royalty and other obligations to BMS under the BMS License with respect to the CPEC Territory, (ii) use by any person of any product containing Bucindolol that was manufactured, marketed, sold or distributed by or on behalf of CPEC or any licensee in the CPEC Territory, and (iii) use by CPEC or any licensee thereof of Bucindolol Intellectual Property in the CPEC Territory.
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Related to Post-Closing Acts

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

  • 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 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.

  • Closing Actions At the Closing:

  • 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.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

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