Post Closing Administration Clause Samples
The Post-Closing Administration clause outlines the responsibilities and procedures that must be followed after the completion of a transaction, such as a merger or acquisition. It typically covers tasks like the transfer of documents, final payments, ongoing cooperation between parties, and the resolution of any outstanding obligations. By clearly defining these post-closing duties, the clause ensures a smooth transition and helps prevent disputes or misunderstandings regarding each party’s continuing obligations after the deal is finalized.
Post Closing Administration. (a) Following Closing, Vendor shall hold its title to the Assets in trust for Purchaser until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed;
(b) Following Closing, Vendor shall represent Purchaser in all matters arising under the Title Documents until Purchaser is substituted as a party thereto in the place of Vendor, whether by novation, notice of assignment or otherwise and, in furtherance thereof:
(i) all payments relating to the Assets after the Closing Time received by Vendor pursuant to the Title Documents shall be received and held by Vendor as trustee for Purchaser and Vendor shall remit such amounts promptly to Purchaser, provided however Vendor shall be entitled to retain any portion of such payments to satisfy any amounts owing or payable hereunder or to satisfy any amounts owing to Third Parties by Purchaser under the Title Documents;
(ii) Purchaser shall forward to Vendor, within the time frame required under the applicable Title Document. any cash call advances, operating fund payments or other advances required to be paid by Purchaser pursuant to the Title Documents which Vendor shall forward to the operator under the relevant Title Documents on behalf of Purchaser. Purchaser shall be responsible for the recoupment of any portion of such costs which are the responsibility of Third Parties under any Title Document;
(iii) Vendor shall forward all statements, notices and other information received by it pursuant to the Title Documents that pertain to the Assets to Purchaser promptly following their receipt by Vendor; and
(iv) Vendor shall forward to Third Parties to the Title Documents such notices and elections pursuant to the Title Documents pertaining to the Assets as Purchaser may reasonably request;
(c) Following Closing, in any case where Purchaser must be novated into or recognized as a party to, the operating agreement or agreements governing any of the Assets, the following provisions shall apply with respect to those Assets until the novation has occurred:
(i) Vendor shall maintain the Assets (including the Title Documents) on behalf of Purchaser at Purchaser's sole cost and expense;
(ii) Vendor shall not initiate any operation in respect of the Assets except upon the written instruction of the Purchaser; and
(iii) Vendor shall forthwith provide to Purchaser all authorizations for expenditure, notices, specific information and other documents in respect of t...
Post Closing Administration. After the date of Closing, Seller shall permit Buyer to collect, in the name of Seller or otherwise, all receivables which shall be transferred hereunder to Buyer as listed on Schedule 2.5 (the "Transferred Receivables"), and to endorse with the name of Seller any checks, receivables or other items relating to the Transferred Receivables. Seller shall transfer and deliver to Buyer any cash or other property which Seller may receive in respect of the Transferred Receivables or the Purchased Assets. In the event that Buyer shall receive any checks, cash or other property relating to receivables or other assets retained by Seller, Buyer shall promptly as practicable forward such materials to Seller.
Post Closing Administration. Following Closing, in any case where Purchaser must be novated into, or recognized as a party to the Title Documents and any other agreements and documents to which the Assets are subject, Vendor shall hold the Assets and any revenues arising therefrom as bare legal trustee, for the benefit of Purchaser, and Vendor shall maintain the Assets on behalf of the Purchaser and Purchaser shall reimburse Vendor for or directly pay, all costs and expenses directly associated with maintaining the Assets or allocated thereto that have been paid or are payable by Vendor and any out of pocket costs and expenses paid or incurred by Vendor in the discharge of its duties and obligations pursuant to this Section 8.3. Vendor shall promptly provide to Purchaser all revenues that accrue after the Closing Time, all AFEs, notices and other information, documents and correspondence relating to the applicable Assets that Vendor receives and shall respond promptly to such AFEs, notices and other information and documents pursuant to the written instructions of the Purchaser. Vendor shall not initiate or authorize any operations with respect to the applicable Assets, except upon the written direction of the Purchaser. Vendor shall as soon as is reasonably practicable, deliver to Purchaser all revenue, proceeds and other benefits received by Vendor derived from the Assets.
Post Closing Administration. After Closing, until the Purchaser becomes the recognized successor to the Vendor's current interest in a particular Asset, the following provisions shall apply:
Post Closing Administration. Upon written request by Buyer delivered prior to the Closing Date, Seller will provide home office and administrative services for the Company from and after the Closing Date until the date on which the Company’s Annual Statement is filed with the California Insurance Department, but not later than six months following the Closing Date. Such services will include, without limitation, providing reasonable assistance to maintain any licenses, qualifications, and authorizations of the Company to do business in each jurisdiction listed in Section 3.1 of this Agreement. Such services will be provided in accordance with the terms of the currently existing service agreement between the Company and Seller, and Buyer will pay to Seller a monthly management fee equal to the management fee payable by the Company to Seller under such currently existing service agreement, pro rated for the appropriate time period. Each of Buyer and Seller will cooperate with the other party’s reasonable requests in connection with any services provided by Seller pursuant to this Section 10.17.
Post Closing Administration