Post Closing Work Sample Clauses

Post Closing Work. Following the Closing, Seller, at its cost and expense (subject to approved disbursements from the District and otherwise), shall perform the Post Closing Work as set forth on Exhibit G hereto and in accordance with all terms, conditions and schedules stated herein and in the USA, the FMA, and other Ancillary Agreements as that work pertains to the Property. All parties, including specifically Seller, acknowledge and agree that Seller’s performance of the Post Closing Work and all other terms of this Paragraph 9 shall expressly survive Closing and shall not merge with any deed, and these provisions may be construed separately as needed to give surviving effect and full validity to these terms after Closing.
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Post Closing Work. If the parties agree that Post-Closing Work is necessary in order to make further corrections to the water leakage problem, or if Owner is required to undertake Post-Closing Work pursuant to Section 5.11(f) below, Owner shall promptly commence such Post-Closing Work and shall diligently prosecute such work to completion. Owner shall perform the required Post-Closing Work in a good and workmanlike manner, using new materials of good quality, free and clear of any liens or encumbrances (or claims thereof), in accordance with all applicable laws. In performing any Post-Closing Work, Owner shall use reasonable efforts to minimize any disruption of Lessee’s use, operation and occupancy of the Property and shall comply with Lessee’s reasonable operating and security procedures. Owner and Lessee agree that Post-Closing Work shall in any event be required if water intrudes into the garage to any extent greater than minimal levels and areas of water intrusion that can reasonably be characterized as transient surface dampness or moistness that does not progress to a glistening, active, flowing or ponded condition.
Post Closing Work. After Closing, Seller, at its cost, shall cause to be performed the Work described on Schedule 16.17 (the “Work”). Seller shall cause the Work to be performed in a good and workmanlike manner, and in performing the Work shall not utilize any personnel whose compensation is paid or reimbursed by Purchaser under the Management Agreement. Seller shall complete the Work on or before the one (1) year anniversary of Closing, and Seller and Purchaser shall mutually agree upon a schedule for the Work to minimize 42 disruption to the operation of the Property. Seller’s obligations under this Section 16.17 shall survive Closing. [Signature Page Follows]
Post Closing Work. (a) Contributor hereby agrees that, unless otherwise agreed pursuant to Section 2(f) below, the Property work set forth on Exhibit P hereto (the "Post-Closing Work") shall be completed by Contributor, at Contributor`s sole cost and expense, after Closing and in a diligent and good and workmanlike manner, lien free, and in accordance with all Loudoun County approved plans and specifications and other applicable laws, rules and regulations. Notwithstanding the foregoing, all of the Post- Closing Work shall be completed with all due diligence, but in no event later than six (6) months after Closing, unless required to be completed sooner under the requirements of any governmental agency or body. If the Post-Closing Work is not completed within the time period set forth above, then FWRLP shall have the right, but not the obligation, to complete the Post-Closing Work and Contributor shall reimburse FWRLP for all reasonable costs paid by FWRLP in accordance with Section 18(e) herein. In addition, if the cost of the monument sign for the Property exceeds $25,000, then Contributor (or its Members) shall reimburse FWRLP for one-half (1/2) of the cost of such monument sign in excess of $25,000.00, and such payment shall be made to FWRLP in accordance with Section 18(e) herein. The obligations set forth in this Section 21 shall survive Closing without limitation.
Post Closing Work. Within sixty (60) days following the Closing Date, Borrower shall repair the electric entrance gate to the Ridgewood Parcel.
Post Closing Work 

Related to Post Closing Work

  • Post-Closing Operations As required by the Settlement Agreement, Buyer hereby covenants and agrees that Buyer shall (and shall cause any successor or assign of Buyer to) cause the Facilities to remain in service for a minimum of eighteen (18) months following the Closing Date.

  • 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 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).

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

  • Post-Closing Access Following the Closing, subject to applicable Law and subject to Section 5.6, Buyer shall (i) retain the Books and Records and any other material documents pertaining to the Transferred Assets and Assumed Liabilities conveyed and assumed at the Closing to the extent that such materials were delivered to Buyer or are otherwise in existence in Buyer’s possession at the Closing that are required to be retained under current retention policies for a period of five (5) years from the Closing Date, and (ii) provide Seller or its representatives at Seller’s expense with reasonable access without hindering the normal operations of the Business, during normal business hours, and upon reasonable advance notice and under the supervision of Xxxxx’s personnel, to the Books and Records with respect to periods or occurrences prior to the Closing Date for purposes of Seller’s preparation of financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Seller. Notwithstanding the foregoing provisions of this Section 5.2(b), Buyer may withhold access, documents or information, the disclosure of which in the reasonable judgment of Buyer would (A) result in the disclosure of any trade secrets of third parties or (B) violate any Law applicable to Buyer that requires Buyer to restrict or prohibit access to such information or (C) violate any of Buyer’s obligations with respect to confidentiality (provided Buyer uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (D) result in the disclosure of any privileged information of Buyer. Following the Closing, subject to applicable Law and subject to Section 5.6, Seller shall (1) retain the Excluded Books and Records relating to the Business and any other material documents pertaining to the Transferred Assets and Assumed Liabilities not conveyed and assumed at the Closing for a period of five (5) years from the Closing Date, and (2) provide Buyer or its representatives at Buyer’s expense with reasonable access without hindering the normal operations of the Seller’s business, during normal business hours, and upon reasonable advance notice and under the supervision of Seller’s personnel, to the Excluded Books and Records relating to the Business and any other material documents pertaining to the Transferred Assets and Assumed Liabilities not conveyed and assumed at the Closing with respect to periods or occurrences prior to the Closing Date solely for Buyer’s preparation of financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Buyer. Notwithstanding the foregoing provisions of this Section 5.2(b), Seller may withhold access, documents or information, the disclosure of which in the reasonable judgment of Seller would (I) result in the disclosure of any trade secrets of third parties or (II) violate any Law applicable to Seller that requires Seller to restrict or prohibit access to such information, (III) violate any of Seller’s obligations with respect to confidentiality (provided Seller uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (IV) result in the disclosure of any privileged information of Seller. Notwithstanding anything to the contrary set forth herein, neither Seller nor Buyer shall be required by this Agreement to provide the other Party with access, documents or information in connection with a dispute, claim or litigation between Buyer or any Affiliates of Buyer, on the one hand, and Seller or any Affiliates of Seller, on the other hand, except as may be required in accordance with applicable Laws, including rules of discovery.

  • 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 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.

  • Project Completion Part 1 – Material Completion

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, following the Closing, 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 (a) reasonable access and duplicating rights to all Confidential Information (which shall remain subject to Section 4.1, as applicable) and other information relating to the MRT Program within the possession or control of such party and (b) reasonable access to the personnel of such party related to the MRT Program, in each case 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; provided, however, that no such reimbursements shall be required for general overhead or the salary or cost of benefits or similar expenses pertaining to employees of the providing party. 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, (y) to violate applicable Law or (z) to take any action that would result in the disclosure of any trade secrets (for the avoidance of doubt, without limitation of the Seller’s obligation to provide the Buyer with the Transferred Assets as provided hereunder and the services under the Transition Services Agreement) (provided that, in the case of clauses (i)(x) and (i)(y), 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 violation or 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. The parties acknowledge that, with respect to e-mails, (i) the Buyer shall solely be entitled to request, based on a specific keyword search, any e-mails of the Business Employees since [**] that are exclusively related to the MRT Program and are Excluded Assets, (ii) any e-mails provided to the Buyer pursuant to this Section 4.2 shall require the assistance of a third-party vendor to review and provide such e-mails and the Buyer shall be responsible to pay any costs and expenses incurred by the Seller related thereto and (iii) Shire shall only be required to retain such e-mails for [**] from their respective delivery dates.

  • 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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