Common use of Post-Closing Conditions Clause in Contracts

Post-Closing Conditions. 7.1 Seller, Xxxxxx, Xxxx X. Xxxxxx, and Xxxxxxxx (the “Tax Obligors”) shall be jointly and severally liable for any and all taxes, tax assessments, liabilities, penalties, interests, liens, and other costs relating to the payment of taxes by Seller that arose prior to the Closing Date (a “Tax Liability”), and each agree that any such amounts that may become due and payable shall be paid directly by the Tax Obligors. If the Tax Obligors fail to make a Tax Liability payment five days before such a payment is due, Buyer, in its sole discretion, may offset the amount of any such Tax Liability against any amount due to any of the Tax Obligors under this Agreement. SECTION 8