POST CLOSING CONSENT Sample Clauses

POST CLOSING CONSENT. In the event that the Company shall have failed prior to the Closing Date to obtain consents to the transfer of any Contract, Permit or other right that cannot be effectively transferred to Buyer without such consent (a "Consent Required Contract"), and the Buyer nevertheless determines to proceed with the Closing, the terms of this Section 8.1 shall govern the transfer of the benefits of each such Consent Required Contract. The Company and Buyer shall use their reasonable best efforts after the Closing Date to obtain any required consent to the assignment to, and the assumption by, Buyer of each Consent Required Contract that is not transferred to the Buyer at the Closing ("Non-assigned Contract"). The Company and Buyer shall enter into an agreement on the Closing Date with respect to each Non-assigned Contract providing that until the rights and obligations of the Company thereunder are transferred to or assumed by Buyer, or, if earlier, until the termination of such Non-assigned Contract, the Company shall continue to perform its obligations thereunder and Buyer shall provide such assistance, at the sole expense of Buyer, as the Company may reasonably request for such purpose, including the use of personnel and assets (by lease or otherwise) of Buyer and its Affiliates of the type and quantity that the Company would have used to perform such Non- assigned Contract had the transactions contemplated by this Agreement not been consummated. Such agreement shall also provide that in consideration of the provision of such assistance, the Company shall, promptly after the payment of any amounts to the Company by the other party to a Non-assigned Contract, pay such amounts to Buyer after subtracting therefrom the reasonable direct costs and expenses actually incurred by the Company as a result of its performance of the Non-assigned Contract. The parties hereto acknowledge and agree that it is the mutual intent of the parties that all benefits and burdens (except those accrued as of the Closing Date) with respect to the foregoing shall be borne by Buyer after the Closing Date and, at the Closing, the parties agree to enter into an agreement to such effect.
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POST CLOSING CONSENT. In the event that the Company shall have failed prior to the Closing Date to obtain consents to the transfer of any Contract, Permit or other right that cannot be effectively transferred to Buyer without such consent (a "Consent Required Contract"), and the Buyer nevertheless determines to proceed with the Closing, the terms of this Section 8.1 shall govern the transfer of the benefits of each such Consent Required Contract. The Company and Buyer shall use their reasonable best efforts after the Closing Date to obtain any required consent to the assignment to, and the assumption by, Buyer of each Consent Required Contract that is not transferred to the Buyer at the Closing ("Non-assigned Contract"). The Company and Buyer shall enter into an agreement on the Closing Date with respect to each Non-assigned Contract providing that until the rights and obligations of the Company thereunder are transferred to or assumed by Buyer, or, if earlier, until the termination of such Non-assigned Contract, the Company shall
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Related to POST CLOSING CONSENT

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • 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 Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • 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.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • 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.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, for three (3) months immediately following the Closing Date, 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 reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party 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. 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 or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), 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 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.

  • 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).

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

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