Post-Closing Transfer. Is a buy-protect-sell transaction type wherein the lead eligible entity must transfer ownership of the Parcel subject to the agricultural land easement to the qualified farmer or rancher within the timeframes and in accordance with requirements specified and set-forth in this Parcel Contract and the associated PROGRAM AGREEMENT. See paragraph 16, “Buy-Protect-Sell Special Provisions Section,” below for description of post-closing transfer scenarios.
Post-Closing Transfer. Subject to Sections 4.8 and 4.9, in the event that any Aftermarket Assets (other than assets that are provided pursuant to the Aftermarket Transition Services Agreement (as defined in the Merger Agreement)) are not included in the assets transferred to Newco at the Closing, from and after the Closing the Contributors will, and will cause their respective Affiliates to, promptly transfer to Newco such Aftermarket Assets and execute and deliver, without consideration, such documents as Newco may reasonably request and take any additional actions as may be reasonably necessary to effect such transfer and to put Newco in actual possession and control of such Aftermarket Assets.
Post-Closing Transfer. The term “Post-Closing Transfer” shall have the meaning specified in Section 3.2.
Post-Closing Transfer. It is acknowledged and understood that subsequent to the Effective Time, Buyer intends to contribute 100% of the equity interests of the Surviving Trust Company to Buyer’s subsidiary, Union Center National Bank.
Post-Closing Transfer. If after Closing any portion of the CONE Interests is required by a final nonappealable order to be transferred to any Person by reason of, based upon, attributable to, resulting from or arising in connection with any alleged or actual (i) violation or conflict with any provision of the Organizational Documents of NBLM, CONE Gathering, the General Partner or any of the Partnership Entities (including the failure to comply with any right of first offer, right of first refusal or preferential right contained therein or (ii) violation, breach or triggering (with due notice or lapse of time or both) for any Person any rights of first refusal, rights of first offer or preferential rights with respect to any of the CONE Interests, including as a result of the CONSOL Litigation, in each case, as a result of or otherwise in connection with the consummation or proposed consummation of the transactions completed by this Agreement, Buyer shall have the right, but not the obligation, exercisable by delivery of written notice to Seller within thirty (30) days of the final nonappealable order, to require Seller to pay to Buyer or its designees (by wire transfer of immediately available funds in Dollars to an account designated in writing by Buyer to Seller) an amount equal to the Purchase Price (net of (A) any proceeds actually received by Buyer or its Affiliates from (x) the Person to whom such CONE Interests are transferred, in respect of such transfer and (y) any third Person acquirer, in respect of the sale or other transfer of the Subject Units prior to the transfer of the NBLM Interests as required by this Section 5.15 and (B) any distributions actually received by Buyer or its Affiliates (other than NBLM to the extent not distributed therefrom) after the Closing Date in respect of the Subject Units) in exchange for Buyer’s transfer of the NBLM Interests to Seller pursuant to a duly executed Membership Interest Assignment Agreement (which shall be deemed effective as of the Closing and substantially in the form attached as Exhibit A), which transaction the Parties shall consummate within five (5) Business Days of Buyer’s delivery of written notice electing the provisions of this Section 5.15. Nothing in this Section 5.15 shall limit or otherwise preclude any rights of a Buyer Indemnitee pursuant to Article VIII.
Post-Closing Transfer. The transfer to the Buyer of the Regulatory --------------------- Assets and the MRP System Current Products shall occur on the Post Closing Transfer Date, at such time and place as shall be mutually agreed by the Corporation and the Buyer, or may be conducted by facsimile, by mail or courier delivery of documents and instruments of transfer, or by any other method mutually agreed by the Corporation and the Buyer.
Post-Closing Transfer. Seller and Shareholders acknowledge that Buyer intends to transfer the Purchased Assets to a wholly-owned subsidiary of Buyer shortly after the Closing. Accordingly, all references to operation of the Business after such transfer shall be deemed to refer to such subsidiary.
Post-Closing Transfer. Within a reasonable period following the Closing, the Company shall use commercially reasonable efforts to cause WorkflowOne to transfer all of its material assets and liabilities to the Company, in the Company’s sole discretion, through an asset transfer or merger. Notwithstanding the foregoing, nothing contained herein shall require WorkflowOne to assign any of its Contracts to the Company if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or default thereof, cause or permit the acceleration or termination thereof or in any way materially and adversely affect the rights of WorkflowOne thereunder. In the event that any such Contract of WorkflowOne cannot be so assigned without the consent of a third party, then the Company and WorkflowOne shall use their commercially reasonable efforts to obtain such consent (which, for the avoidance of doubt, shall not require the payment of any fees or incurrence of any expenses).
