Post-Closing Procedures Sample Clauses

Post-Closing Procedures. (a) During the period of sixty (60) days following the date hereof, each of Seller and Purchaser shall be entitled to perform all procedures and take any other steps that it deems appropriate to confirm that the information set forth on Exhibit A is true, complete and correct and conforms with the terms and conditions of the Account Documents. Within such 60-day period, each of Seller and Purchaser may, by delivery of a writing to the other party, propose changes to the information set forth in such specified columns of Exhibit A ("Proposed Changes") and suggested adjustments to the Purchase Price using a discount rate of 6.21% applied to scheduled future Payments as of the date hereof ("Proposed Adjustments"), each calculated as the increase or decrease in the Payment balance resulting from the Proposed Change, such change to be calculated in accordance with generally accepted accounting principles in the United States consistent with Seller's past practices. (b) If Seller shall fail to respond to any of Purchaser's Proposed Changes or Proposed Adjustments within thirty (30) days after receipt by Seller thereof, Seller shall be deemed to have accepted such Proposed Change or Proposed Adjustment. If Purchaser shall fail to respond to any of Seller's Proposed Changes or Proposed Adjustments within thirty (30) days after receipt by Purchaser thereof, Purchaser shall be deemed to have accepted such Proposed Change or Proposed Adjustment. (c) In the event of any dispute between Seller and Purchaser regarding any Proposed Change or Proposed Adjustment that cannot be resolved within thirty (30) days after receipt thereof by Seller or Purchaser, as applicable, each of Seller and Purchaser shall have the right, upon delivery of written notice to the other party, to require that such dispute be resolved by a public accounting firm with nationally recognized auditing expertise, which shall be jointly selected by Purchaser and Seller and, if Seller and Purchaser cannot so agree, shall be selected by lot from two or more public accounting firms with nationally recognized auditing expertise, each of whom shall not have been selected by Parent or General Electric Company to audit its consolidated financial statements for the then-current fiscal year or any of the three immediately preceding fiscal years (the "Selected Accounting Firm"). The Selected Accounting Firm shall resolve only issues upon which Purchaser and Seller have been unable to agree. Seller and Purchaser ...
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Post-Closing Procedures. After the Closing, Parent shall have the right to cause its independent auditors to conduct, at its sole expense, a roll-back audit of A&S's year-end audited financial statements to determine the accuracy of the balance sheet of A&S as of the Closing Date (the "Closing Balance Sheet"). Such audit will be conducted in accordance with procedures to be mutually agreed upon by the auditors of A&S and Parent to verify the appropriateness at, or as of the Cut-Off Date, of (i) the classification of assets and non-interest bearing liabilities between A&S and the Company, (ii) the application of funds by A&S prior to the Cut-Off Date, or (iii) tax allocations and other accruals. In conducting such activities, Parent shall be given the opportunity to discuss A&S's year-end audit with A&S's auditors and review work papers prepared by A&S's auditors in connection with the preparation of A&S's year-end audited financial statements. If Parent's independent auditors determine that inaccuracies existed in the Closing Balance Sheet, then adjustments shall be made to the calculations, allocations and payments made in connection with the transactions contemplated by this Agreement. If Parent and A&S fail to agree on the resolution of any of the matters in this Section 3.7, then such matter shall be referred to the Accountant (as defined in Section 1(b) of the Tax Sharing Agreement) for a binding determination. Parent and A&S shall deliver to the Accountant copies of any schedules or
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Post-Closing Procedures. After the Closing, (a) Counsel for Triangle shall file the Articles of Exchange with the Colorado Secretary of State. (b) Counsel for PetCare shall file such instruments or documents with the Delaware Secretary of State as may be required by the General Corporation Law of the State of Delaware. (c) The board of directors of Triangle shall elect new officers for Triangle, and shall notify the stock transfer agent (Corporate Stock Transfer, Inc., Denver, Colorado) of the change in directors and officers of such corporation. (d) Upon approval of the reverse split of the outstanding shares of Common Stock of Triangle and the subsequent filing of the Articles of Amendment to the Articles of Incorporation of Triangle, counsel to Triangle shall deliver to Corporate Stock Transfer, Inc. (the stock transfer agent for Triangle) all of the certificates for the Triangle Shares which are subject to the Escrow Agreement and all of the certificates for the shares of Common Stock of Triangle which are subject to the Lockup Agreement, for reissue in the names of the record holders of such shares (taking into effect the reverse split and change of name of the corporation). Counsel to Triangle shall (i) cause the legend required by the Lockup Agreement to be placed on the new share certificates, and deliver the originals of such legended certificates to the persons and entities named in the Lockup Agreement; and (ii) hold the new share certificates for the shares subject to the Escrow Agreement pursuant to the terms thereof. (e) Subject to availability of the form, Triangle shall file with the SEC a registration statement on Form S-8 to register such number of shares of Common Stock of Triangle as may determined by the board of directors for issuance to employees and others.
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Post-Closing Procedures. (A) Following Closing, the Parties shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments, and take such other action, as may be necessary or advisable to carry out their obligations under this Agreement, and under any document, certificate or other instrument delivered pursuant to this Agreement. (B) If applicable, Seller shall deliver to Buyer copies of any Asset Documents and Data in the possession or control of Seller that was not delivered to Buyer prior to the Closing, no later than sixty days after the Closing Date, subject to all of the following: (1) Seller is not required provide any document or Data that Seller determines, in its absolute discretion, was generated for Seller’s or Seller’s Affiliates’ internal purposes. (2) Seller may require that Buyer execute a Data License in accordance with Section 2.7. (3) Seller and its Affiliates shall not be required to provide any document or Data that would cause Seller or its Affiliates to breach any confidentiality or other contractual obligations. (C) Buyer shall notify all pertinent operators, non-operators, oil or gas purchasers, Government Entities, lessors and royalty owners that it has purchased the Assets immediately after Closing.
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Post-Closing Procedures. Following Closing, (a) the Parties shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments, and take such other action as may be necessary or advisable to carry out their obligations under this Agreement, and under any document, certificate or other instrument delivered pursuant to this Agreement. (b) if applicable, the Seller shall deliver to the Buyer any Records in the possession or control of the Seller no later than thirty days after the Closing Date, subject to all of the following: (i) The Seller is not required to provide any document or data that the Seller determines, in its absolute discretion, was generated for the Seller’s or the Seller’s Affiliates’ internal purposes. (ii) The Seller and its Affiliates shall not be required to provide any document or data that would cause the Seller or its Affiliates to breach any confidentiality or other contractual obligations. (c) the Buyer shall notify all pertinent operators, non-operators, oil or gas purchasers, Government Authorities, lessors, third parties and royalty owners that it has purchased the Assets immediately after Closing. (d) the Buyer shall notify the appropriate Government Authorities that it owns the Assets in a timely manner, and shall promptly provide copies of such notices to the Seller. (e) the Buyer shall be responsible for filing and recording of all instruments required to convey title of the Assets to the Buyer in the appropriate government records, including, but not limited to the courthouse records. Regardless of which Party files, the Buyer shall bear all costs and fees associated with such filing and recording. The Buyer shall supply the Seller with a true and accurate photocopy of each recorded and filed assignment within a reasonable period of time after such documents are available. (f) the Buyer shall be responsible for timely obtaining all consents that were not obtained prior to Closing and approvals of Government Authority customarily obtained subsequent to transfer of title and for all associated costs and fees. Subject to the qualifications set forth in Section 3.01, the Seller agrees to cooperate with the Buyer as reasonably necessary in order to obtain any such consent that was not obtained prior to Closing. (g) the Buyer shall assume all Assumed Obligations. (h) the Buyer shall promptly after Closing return to the Seller all original documents, data or materials delivered to the Buyer by or on behalf of the S...
Sample 1
Post-Closing Procedures. After Closing, the parties shall attend to the following matters: (a) the Purchaser shall be responsible to self-assess for taxes on the Clean Energy Assets, if applicable; and (b) the Vendor shall review its tax filings with the Purchaser to confirm they reasonably prevent negative tax consequences for the Purchaser.
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Post-Closing Procedures 
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Related to Post-Closing Procedures

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.

  • Closing Procedure The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

  • Billing Procedures The Supporting Party will xxxx the Protecting Party for actual costs incurred for Assistance by Hire. Reimbursements will be limited to the provisions of the Agreement and the applicable OP, regardless of whether or not it is authorized on the Resource Order or other documentation produced by the incident. Reimbursable costs may include transportation, salary, overtime, per diem and other approved expenses of Supporting agency personnel. Rates and conditions of use for the equipment and personnel are documented in the OP. Parties shall submit a xxxx within 90 days of the incident. Parties must use their own invoice form for billing under this Agreement to avoid any confusion with other services that may have been ordered under other agreements. Invoices must identify Supporting Party’s name, address, and Taxpayer Identification Number (Department only), fire name, order and request number, and xxxx number and amount. Invoice supporting documentation must include description of services performed, period of services performed, and any applicable cost share agreements. Supporting documentation will itemize details of billing, listing personnel, equipment, travel and per diem, aircraft, supplies and purchases as approved in the attached AOP. It will also include itemized deductions for maintenance and repair of equipment. Department invoices will include “Record of Activities” (FSLA-5) and U.S. Forest Service invoices will include transaction register. Invoices for services under this agreement must be sent to: Name: Xxxx Xxxxxx-Xxxxx, ECC Manager Address: 0000 Xxxxxxxxx Xxxxx Xxxx, Xxxxx, Xxx: Xxxxxxxxxx, XX 00000 Telephone: (000) 000-0000 FAX: (000) 000-0000 Email: xxxxxxxxxxxx@xx.xxx.xx Name: Spalding Community Service District Address: 000-000 Xxxxxxxx Xxx Xxxx, Xxxxx, Xxx: Xxxxxxxxxx, XX 00000 Telephone: (000) 000-0000 FAX: (000) 000-0000 Email: xxxxxxxxxxxxx@xxxxxxx.xxx All bills will have a payment due date 30 days upon receipt. Contested Xxxxxxxx: Written notice that a xxxx is contested will be mailed to the Party within 30 days of receipt of the invoice and will fully explain the contested items. Contested items should be resolved no later than 60 days following receipt of the written notice. Parties are responsible for facilitating resolution of contested xxxxxxxx. Billing requirements and rates are documented in the attached OP.

  • Filing Procedures The Company shall (A) permit counsel to the Investor an opportunity to review and comment upon (i) each Registration Statement at least three (3) Trading Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their filing with the SEC, and (B) shall reasonably consider any comments of the Investor and its counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to the Investor, without charge, (i) electronic copies of any correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the SEC, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document to the extent such document is available on XXXXX).

  • Hiring Procedures Nothing contained in this Article 4 shall impair any of the rights of the Employer to hire new or additional employees to meet the employment needs of the Employer, in accordance with the terms and provisions of this collective bargaining Agreement or to meet the obligations of the Employer under Article 2, Section H of this Agreement or to take affirmative steps to comply with any requirements under any applicable Federal or State law prohibiting discrimination in employment.

  • Testing Procedures Testing will be conducted by an outside certified Agency in such a way to ensure maximum accuracy and reliability by using the techniques, chain of custody procedures, equipment and laboratory facilities which have been approved by the U.S. Department of Health and Human Services. All employees notified of a positive controlled substance or alcohol test result may request an independent test of their split sample at the employee’s expense. If the test result is negative the Employer will reimburse the employee for the cost of the split sample test.

  • BIDDING PROCEDURES 4.1. Bidders have to login at EHSAN AUCTIONEERS SDN. BHD. Website using the same registered email 30 minute before Auction Time. 4.2. Bidders have to click VIEW BID SCREEN BUTTON beside the status to show the bidding screen. Once enter the bidding screen bidders will be on STANDBY MODE 30 minute before the auction started. 4.3. Bidding shall generally commence based on the sequence of the lot being shown on the EHSAN AUCTIONEERS SDN. BHD. website. However, the Auctioneer has the right to vary this sequence without notice. 4.4. It shall be the responsibility of registered E-Bidders to log in through the EHSAN AUCTIONEERS SDN. BHD. website to wait for their turn to bid for the property lot in which they intend to bid. 4.5. The Auctioneer has the right to set a new reserve price in the event there is more than 1 bidder. The reference to a "bidder” here includes E-Bidders as well as on-site bidders. 4.6. Auctioneer will announce the amount of incremental bid and the same will appear on the website prior to the commencement of the auction. 4.7. “Standby mode” is displayed, followed by a message stating “AUCTION STARTED”. Enter your BID by clicking “NEXT BID” button. 4.8. Each bid will be called for 3 times, “FIRST CALLING, “SECOND CALLING”, “FINAL CALL”. Registered E-Bidders may submit their bid at any of these stages of biddings by click the bid amount. 4.9. Any bid by the registered E-bidders shall not be withdrawn once entered. 4.10. In the event of any clarification, disruption or special situation, the Auctioneer may at his discretion decide to pause, postpone and/or call off the public auction. The E-bidders will be notified of this on the BIDDING SCREEN. 4.11. When system displays “NO MORE BIDS”, no further bids will be accepted by the Auctioneer, whether on-site or through the EHSAN AUCTIONEERS SDN. BHD. website. 4.12. The bidder with the highest bid shall be declared as successful bidder upon the fall of hammer. 4.13. The decision of the Auctioneer shall be final and binding on all on-site and/or E-bidders. 4.14. A successful bidder will be directed to a page where further directions are given in order to conclude the sale of the auction property. Please also refer to Part 5 below. 4.15. Unsuccessful E-Bidders will have the deposit paid processed to be refunded to the same bank account from which the deposit transfer was made within three (3) working days. 4.16. The information shown and/or prompted on the screen handled by the EHSAN AUCTIONEERS SDN. BHD. website regarding the public auction, particularly to the calling of bidding price during the bidding process and the declaration of successful bidder shall be final and conclusive.

  • Hearing Procedures The hearing shall be held at the earliest convenient date, taking into consideration the established schedule of the Board or hearing officer and the availability of the CSEA representative, counsel and witnesses. The parties shall be notified of the time and place of the hearing after ensuring availability of all necessary parties. The employee shall be entitled to appear personally, produce evidence, and have CSEA representation. The employee shall be entitled to a public hearing if he/she demands it when the Board is hearing the appeal. 18.12.1 The complainant may also be represented by counsel. The procedure entitled "Administrative Adjudication" commencing with Government Code 11500 shall not apply to any such hearing before the Board or a hearing officer. Neither the Board nor a hearing officer shall be bound by rules of evidence used in California courts. Informality in any such hearing shall not invalidate any order or decision made or approved by the hearing officer or the Board. 18.12.2 All hearings shall be heard by a hearing officer (who shall be an attorney licensed in the State of California) except in those cases where the Board determines to hear the appeal itself. In any case in which the Board hears the appeal, the Board may use the services of its counsel or a hearing officer in ruling upon procedural questions, objections to evidence, and issues of law. However, the Board must employ separate counsel from the one presenting the case for the complainant. 18.12.3 If the appeal is heard by the Board, the Board shall affirm, modify or revoke the recommended personnel action. 18.12.4 If the appeal is heard by a hearing officer, he/she shall prepare a proposed decision in a form that may be adopted by the Board as the decision in the case. A copy of the proposed decision shall be received and filed by the Board and furnished to each party within ten days after the proposed decision is filed by the Board. After furnishing the proposed decision to each party, the Board may: 18.1.4.1 Adopt the proposed decision in its entirety. 18.1.4.2 Reduce the personnel action set forth in the proposed decision and adopt the balance of the proposed decision. 18.1.4.3 Reject a proposed reduction in personnel action, approve the disciplinary action sought by the complainant or any lesser penalty, and adopt the balance of the proposed decision. 18.1.4.4 Reject the proposed decision in its entirety. 18.12.5 If the Board rejects the proposed decision in its entirety, each party shall be notified of such action and the Board may decide the case upon the record including the transcript, with or without the taking of additional evidence, or may refer the case to the same or another hearing officer to take additional evidence. If the case is so assigned to a hearing officer, he/she shall prepare a proposed decision, as provided in item Section 18.12.4 above, upon the additional evidence and the transcript and other papers which are part of the record of the prior hearing. A copy of this proposed decision shall be furnished to each party within 10 days after the proposed decision is filed by the Board. 18.12.6 In arriving at a decision or a proposed decision on the propriety of the proposed disciplinary action, the Board or the hearing officer may consider the records of any prior disciplinary action proceedings against the employee in which a disciplinary action was ultimately sustained and any records that were contained in the employee's personnel files and introduced into evidence at the hearing.

  • Funding Procedures Not later than 11:00 a.m. (Boston time) on the proposed Drawdown Date of any Loans, each of the Banks will make available to the Agent, at its Head Office, in immediately available funds, the amount of such Bank's Commitment Percentage of the amount of the requested Loans. Upon receipt from each Bank of such amount, and upon receipt of the documents required by ss.ss.11 and 12 and the satisfactIon of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Loans made available to the Agent by the Banks. The failure or refusal of any Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Bank from its several obligation hereunder to make available to the Agent the amount of such other Bank's Commitment Percentage of any requested Loans.

  • NEGOTIATING PROCEDURES 1. Prior to the time set for entering into the process for negotiations, the Board through the Superintendent, and the Association, through its President, shall each designate in writing the names of not more than seven persons who shall serve on their respective negotiating teams and be responsible for negotiations pursuant to the provisions of this Agreement. Each party shall also designate the person on its team who will be the chief negotiator. If either party finds it necessary to change members of the team during negotiations, the party shall so inform the other party in writing, each party agreeing to keep changes as minimal as possible. 2. Negotiation meetings shall be closed to all except the Association and the Board designated negotiations team members and consultants. 3. Negotiation meetings will be conducted at the times and places mutually agreeable to the negotiators named by each party. A maximum time limit of two hours will be set for each session; however, an extension of time may be taken, if such extension is mutually agreeable to both teams. Any emergency meeting can be called by mutual consent of the spokesperson of both teams. 4. Negotiation meetings shall be scheduled at times which will not interfere with the teacher work day and the education program. 5. The requests for negotiations by the Association or by the Board of Education shall be in writing. The written requests shall be submitted by the President of the Association to the Superintendent, or by the Board of Education to the President of the Association, no later than April 1st of each year. 6. When using non-collaborative bargaining, the Association and the Board of Education will submit their packages of proposals to be negotiated by April 1st with the first meeting to be held no later than May 1st. However, when collaborative bargaining is being utilized, both parties will come to an agreement upon the date for beginning negotiations. At this meeting, proposals and/or issues requested for negotiations shall be within the scope of negotiable items as previously set forth. 7. Each team is responsible for the disposal of its' own respective proposals and/or issues in one of the following methods: a. Agreement on the item b. Agreement to withdraw the item c. Sending the item to impasse In case of collective bargaining, all non-monetary items shall be disposed of by June 15. By mutual agreement of both teams, the June 15 date may be altered by written notification. In the case of either collective or collaborative bargaining, all items shall be disposed no later than the first day of school. By mutual agreement, all timelines may be extended. 8. Tentative agreements reached as a result of such negotiations shall be reduced to writing to be presented to the Association for ratification. Following such ratification, the agreements shall be presented to the Board for ratification. The Board shall act upon the agreements within two regular board meetings following Association ratification. Upon ratification and after necessary action by the Board, terms of the agreement shall be implemented. The Board recognizes that wages, hours, fringe benefits and terms and conditions of employment are negotiable items and such negotiated items will not be changed except through the negotiations process as outlined in this agreement. 9. Negotiations shall begin upon the first meeting between the duly appointed teams. 10. All negotiation items sent to impasse by the respective teams shall be sent to fact-finding as a package at the conclusion of discussions.

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