Post-Closing Provisions Sample Clauses

Post-Closing Provisions. The provisions of this Article 7 shall apply conditional upon Closing.
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Post-Closing Provisions. After the Closing, the following additional provisions shall become operative: (a) Buyer or its designee shall assume all obligations of Sellers under the Leases for all periods from and after the date of this Agreement, including the obligation to timely pay all rentals thereafter due under such Leases. (b) The Sellers shall promptly deliver to the Buyer any and all letters, notices and any other documents pertaining to, or applicable to, the Leases. (c) Should Buyer or its designee elect not to pay rentals on any of the Leases, then Buyer or its designee shall notify Sellers in writing, by certified mail, not later than forty-five (45) days prior to a rental payment date, and shall promptly execute and deliver to Sellers, or their designee(s), an assignment of the applicable Lease or Leases free and clear of all liens and encumbrances except the overriding royalties created by this Agreement, such assignment to be on a form reasonably acceptable to Sellers or their designee(s).
Sample 1
Post-Closing Provisions. After the Closing, the following additional provisions shall become operative: (a) Buyer or its designee shall assume all obligations of Sellers under the Issued Leases for all periods from and after the date of this Agreement, including the obligation to timely pay all rentals thereafter due under such Issued Leases; and shall likewise assume all obligations of Sellers on all Un-issued Leases from and after the date of assignment of said Un-issued Leases from Sellers to Buyer or its designee, including the obligation to timely pay all rentals thereafter due under such Un-issued Leases. (b) Should Buyer or its designee elect not to pay rentals on any of the Leases, then Buyer or its designee shall notify Sellers in writing, by certified mail, not later than forty-five (45) days prior to a rental payment date, and shall promptly execute and deliver to Sellers, or their designee(s), an assignment of the applicable Lease or Leases free and clear of all liens and encumbrances except the overriding royalties created by this Agreement, such assignment to be on a form reasonably acceptable to Sellers or their designee(s).
Sample 1
Post-Closing Provisions. 6.1 Within sixty (60) days next following the Closing, the Corporation shall commence the steps necessary to file with the SEC a Form 10 General Form for Registration of Securities (“Form 10”) or a Form S-1 Registration Statement (“Form S-1”) with respect to the Corporation’s issued and outstanding shares of common stock. 6.2 During the pendency of the Form 10 or the Form S-1, the Corporation and Investor’s counsels shall agree upon the final versions of an acquisition agreement (the “Acquisition Agreement”) and an escrow agreement (the “Escrow Agreement”), the final forms of which shall contain the provisions set forth in paragraphs 6.3 and 6.4 below. 6.3 The Acquisition Agreement shall provide that upon the effectiveness of the Form 10 or Form S- 1, the Corporation shall acquire from the Investor all of the issued and outstanding shares of Investor’s wholly owned subsidiary, AVC Capital Group Inc. (“AVC”), in exchange for Eight Million (8,000,000) shares of the Corporation’s common stock. Two Million (2,000,000) of those shares shall be distributed to the Investor’s shareholders and the remaining Six Million (6,000,000) shares shall be held in escrow pursuant to the terms and conditions described in paragraph 6.5. These 8,000,000 shares, together with the Corporation’s issued and outstanding shares, shall represent not less than 77.18% of the Corporation’s then issued and outstanding shares. 6.4 The Acquisition Agreement shall grant Investor an option, exercisable during the term of escrow, to acquire from EMR all of the AVC shares in exchange for the 6,000,000 shares of EMR that are in escrow, after which EMR shall cancel said shares. In the event that there is no exercise of the option during the term of escrow, the escrow shall terminate and Investor shall distribute the escrowed shares pro rata to Investor’s shareholders. 6.5 The final form of the Escrow Agreement described in paragraphs 6.2 and 6.3 shall include the following material provisions: (a) The term of escrow shall be for a period of not more than twelve (12) full calendar months following EMR’s acquisition of the AVC shares. (b) During the term of escrow, the Investor shall have the right to vote the EMR shares held in escrow. (c) The escrow agent shall be mutually agreed upon by the parties prior to the Corporation’s acquisition of the AVC shares.
Sample 1
Post-Closing Provisions. The provisions of this Article 7 shall apply conditional upon the BC Closing.
Sample 1
Post-Closing Provisions. After the Closing, the following additional provisions shall become operative: (a) Within no later than eight weeks after Closing, the Buyer shall provide the Sellers with written instructions as to whether the Assignments to be executed and delivered by the Sellers with respect to the Un-Issued Leases are to be issued into the name of the Buyer or a Buyer’s designee together with all applicable information necessary to complete said Assignments. If Buyer fails to provide such written instructions within eight weeks after Closing, the Sellers shall be authorized to execute and deliver the Assignments with respect to the Un-Issued Leases into the name of only the Buyer. (b) Assuming issuance of the Un-Issued Leases to Sellers before September 1, 2008, or if Buyer declines to exercise the option not to purchase the UnIssued Leases as set forth in Section 12(e) above, then within a reasonable time not exceeding sixty (60) days following issuance to them of the Un-issued Leases, Sellers shall execute, acknowledge (where applicable) and deliver to Buyer, or cause to be executed, acknowledged (where applicable) and delivered to Buyer, or to Buyer’s designee, Assignments of each of the Un-issued Leases in the form attached as Exhibit B transferring 100% of the record title to the Un-issued Leases from Sellers to Buyer, or to Buyer’s designee, but reserving to Sellers, in the proportions reflected on attached Exhibit C, an overriding royalty equal to five percent (5%) of 8/8ths, which overriding royalty shall also apply to all renewals and extensions of the Un-issued Leases (c) Buyer or its designee shall assume all obligations of Sellers under the Issued Leases for all periods from and after the date of this Agreement, including the obligation to timely pay all rentals thereafter due under such Issued Leases; and shall likewise assume all obligations of Sellers on all Un-issued Leases from and after the date of assignment of said Un-issued Leases from Sellers to Buyer or its designee, including the obligation to timely pay all rentals thereafter due under such Un-issued Leases. (d) Should Buyer or its designee elect not to pay rentals on any of the Leases, then Buyer or its designee shall notify Sellers in writing, by certified mail, not later than forty-five (45) days prior to a rental payment date, and shall promptly execute and deliver to Sellers, or their designee(s), an assignment of the applicable Lease or Leases free and clear of all liens and encumbrances...
Sample 1

Related to Post-Closing Provisions

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non- exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section. (b) This Agreement is governed by the laws of the Czech Republic. All disputes arising from the present Agreement and/or in connection with it shall be finally brought to and decided by any relevant competent common court in the Czech Republic. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. (c) JetBrains may modify this Agreement at any time by posting a revised version of the Agreement on JetBrains Site. The modified terms will become effective upon posting of a revised version of the Agreement on JetBrains Site. By continuing to use Service after the effective date of any modification to this Agreement, Subscriber agrees to be bound by the modified terms. It is Subscriber’s responsibility to check JetBrains Site regularly for modifications to this Agreement. (d) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship between the parties. (e) Sections 7, 8, 9, 10, 12 (c), 12(d), 14(a), 14(b), and 14(c) shall survive any termination or expiration of this Agree- ment. (f) There are no third-party beneficiaries to this Agreement. (g) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

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

  • 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.

  • Remaining Provisions Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Post-Closing Covenant The Borrower shall (1) deliver each of the documents and other items, and perform each of the actions, listed on Schedule 4.03 hereto, in each case no later than the corresponding latest date specified thereon for each such delivery or other action (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), and (2) no later than 90 days following the Closing Date (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), furnish to the Administrative Agent: (a) evidence that mortgage amendments, supplements and restatements in form and substance reasonably satisfactory to the Collateral Agent (the “Mortgage Amendments”) with respect to each of the existing Mortgages have been duly executed, acknowledged and delivered by a duly authorized officer of the applicable Loan Party thereto on or before such date and are in form suitable for filing and recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable; provided, however, Collateral Agent shall not require any opinions of local counsel that the Mortgage Amendments meet the conditions of this provision; (b) (i) date-down and modification endorsements to the title insurance policy issued in connection with each Mortgage or, where such date-down or modification endorsements are not available with respect to any Mortgage Amendment, a new title insurance policy with respect to the applicable Mortgage, as previously amended and as amended by such Mortgage Amendment, (or, in each case, a commitment to issue such endorsements or new policy having the effect of such policy so endorsed or such a new policy, as the case may be), each issued by a nationally recognized title insurance company and each in form and substance reasonably satisfactory to the Collateral Agent which insure that such Mortgage, as previously amended and as amended by the applicable Mortgage Amendment, continues to create a valid first Lien on the applicable Mortgaged Property described therein, free of any other Liens except Permitted Liens, and (ii) evidence satisfactory to the Collateral Agent that all certificates and affidavits reasonably required by the Collateral Agent and/or the title company issuing the endorsements and/or title policies referenced above and relating to the Borrower, the Mortgages, the Mortgage Amendments and/or title endorsements (or if applicable, to such new title policies) have been delivered; and (c) evidence that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgage Amendments, including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, title insurance premiums, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the 113 QDI – A&R Credit Agreement (2014) Mortgage Amendments (it being agreed that the Administrative Agent shall cooperate as reasonably requested by the Borrower to minimize such amounts payable by the Borrower, so long as such cooperation is not inconsistent with the foregoing provisions of this paragraph (c)).

  • Vesting Provisions Subject to the provisions of paragraph 3 below, the option shall vest 33⅓% on each of July 31, 2020, July 31, 2021 and July 31, 2022, except as follows:

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • Scheduling Provisions The scheduling and premium provisions relating to consecutive weekends off in Article 16 do not apply to employees who accept positions under this provision.

  • 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.

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