Post-Closing Rights Clause Samples

The "Post Closing Rights" clause defines the rights and obligations that continue or arise after the formal closing of a transaction. Typically, this clause outlines specific actions that parties must take, such as delivering additional documents, making final payments, or fulfilling ongoing warranties and indemnities. By clearly specifying these post-closing responsibilities, the clause ensures that important matters are addressed even after the main transaction is complete, thereby reducing the risk of disputes and ensuring a smooth transition.
Post-Closing Rights. Following Closing, Purchaser will have the right to bring any action against Seller as a result of any untruth or inaccuracy of representations and warranties made herein if (i) such untruth or inaccuracy is “Material,” and (ii) prior to Closing Purchaser did not discover or learn information (from whatever source) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect. The term “Material” as used in this Section 7.5 shall mean a liability or loss reasonably anticipated to arise out of an untruth or inaccuracy of the representations or warranties set forth in Article VII which results from fraud or willful misconduct on the part of Seller or exceeds $500,000 for each such affected Property, it being understood that the foregoing limitation is a threshold which must be exceeded, but that once such threshold has been exceeded, any post closing claim may be pursued for its full value. In addition, in no event will Seller’s liability for all such breaches relating to a specific Property, exceed, in the aggregate, the allocated Purchase Price of the Property in question, calculated in accordance with Schedule 9.8.
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Post-Closing Rights. Following Closing, Purchaser will have the right to bring any action against Seller as a result of any untruth or inaccuracy of representations and warranties made herein if (i) such untruth or inaccuracy is “Material,” and (ii) prior to Closing Purchaser did not discover or learn information (from whatever source) that contradicts any such representations and warranties, or renders any such representations and warranties untrue or incorrect. The term
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Post-Closing Rights. If at any time during the twelve (12) month period following the Closing Date GE Equity ("GE"), either in conjunction with Internet Capital Group ("ICG") or otherwise, makes an investment in AsseTrade, and if the then shareholders of AsseTrade are granted rights or options of any kind as a part of that transaction (including, by way of example, rights to purchase additional AsseTrade shares in an initial public offering), then the Stockholders shall together be entitled to receive fifty percent (50%) of such rights and options (shared pro rata in accordance with their respective interests in PAR at the Effective Time) attributable to the AsseTrade Stock. Entrade shall notify each of the Stockholders if and when there is an agreement with GE (either in conjunction with ICG or otherwise) granting any such rights or options, which notification shall include the applicable terms and conditions of such agreement. Within thirty (30) days following their receipt of such notice, but in any event prior to any exercise date specified in any such agreement with GE (and, if applicable, ICG), the Stockholders shall notify Entrade whether they intend to exercise such rights or options. Any Stockholder electing to exercise any such right or option shall assume and hold Entrade harmless with respect to all corresponding obligations, and shall enter into such agreements with Entrade, AsseTrade, and GE (and, if applicable, ICG) as may be reasonably required to confirm such election and assumption of obligations. If a Stockholder elects not to exercise such rights or options, or fails to notify Entrade of its intent within the aforesaid notice period, then such rights and options shall revert to Entrade.
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Post-Closing Rights. From the Closing Date until the earliest to occur of (x) achieving a Hurdle, (y) a Change of Control and (z) the third anniversary of the Closing Date: (a) without the prior written consent of Nantucket, the Company shall not (i) declare, issue, authorize, approve or pay or set apart for payment any dividends or other distribution upon any shares of capital stock of the Company or (ii) redeem, purchase or otherwise acquire for any consideration (or pay or make available for payment a sinking fund for the redemption of) any shares of capital stock of the Company other than repurchases from former employees or services providers in connection with the cessation of such relationship; (b) the Company shall take all necessary measures to ensure that Nantucket is entitled to vote its Non-Voting Common Stock (including any Tranche B Shares) on an as converted basis in connection with any Change of Control that is submitted to the holders of Voting Common Stock for approval; (c) prior to December 30, 2019, without the prior written consent of Nantucket (which may be withheld or delayed in Nantucket’s sole discretion), the Company shall not, and shall cause Target (as the surviving corporation in the Merger) not to, amend or modify in any material respect, or waive any material rights or conditions in, the Kingdon Loan Agreement (as defined in the Settlement Agreement); provided, that Nantucket’s consent shall not be unreasonably withheld or delayed with respect to the addition of customary terms and conditions at the Closing, including enhanced representations, warranties, debt covenants and events of default which are appropriate for similar transactions. (d) Nantucket shall be entitled to designate one observer to attend (whether telephonically or otherwise) all regular and special meetings of the board of directors of the Company (the “Board”) and receive all materials and information provided to the Board at the same time and in the same manner as members of the Board (including any minutes furnished to the Board following such meeting), subject to the execution of a customary confidentiality agreement by such observer; provided, that the Company shall be entitled to exclude such observers from all or a portion of an applicable Board meeting and/or from receiving any such information to the extent any such observer’s presence during all or such portion of an applicable meeting and/or receipt of information (x) would result in the waiver of attorney-client priv...
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Post-Closing Rights. (a) From and after the Closing, all rights of Seller to use the Option Assets shall forthwith cease and Seller shall immediately: (i) cease the manufacture, sale, promotion and distribution of products bearing the Trademarks except in accordance with this Section 7.2; (ii) within thirty (30) days after Closing, delete and henceforth cease from making any reference to the Option Assets, including, without limitation, all Trademarks, in, on or in connection with any advertising, promotional or directory materials and cease all use by Seller of the name and ▇▇▇▇ "BOSS", all variations thereon and all other names and marks which incorporate the term "BOSS" in the future, except to the limited extent presented in Section 7.2(e) hereof; (b) Buyer shall have the option to purchase all or any portion of the Seller's inventory of products bearing the Trademarks at sixty-two and one-half percent (62.5%) of the average net sale price, but in any event at no less favorable terms than the net sales price made available to any third party within the prior six (6) months. (c) Should Buyer not purchase all of the inventory of such products from Seller, Seller (or its secured inventory lender) shall be entitled to sell and distribute in the United States of America, its territories, possessions and commonwealths, except Saipan and American Samoa, any remaining inventory bearing the trademarks constituting Option Assets on a non-exclusive basis for a period of nine (9) months from the Closing hereunder. After the expiration of such nine (9) month period, Seller or Seller's secured inventory lender shall completely remove the Trademarks (as defined in the Acquisition Agreement) from, or if complete removal is not possible, destroy any products not sold and distributed before the expiration of such nine (9) month period.
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Related to Post-Closing Rights

  • 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).

  • 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. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • 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 Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

  • 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.