Pre-Closing and Post-Closing Liabilities Sample Clauses

Pre-Closing and Post-Closing Liabilities. Notwithstanding anything to the contrary contained in this Agreement and regardless of the definitions of Excluded Liabilities and Transferred Liabilities, the Parties agree that (i) Toppan shall be responsible for and Newco will not be responsible for any obligations and liabilities arising solely out of the Business operated by Toppan before the Closing, even if such obligations and liabilities arise after the Closing, and (ii) Newco shall be responsible for and Toppan will not be responsible for any obligations and liabilities arising out of the Business operated by, or any other activities of, Newco on or after the Closing.
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Pre-Closing and Post-Closing Liabilities. Except as otherwise expressly provided in this Agreement,
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Pre-Closing and Post-Closing Liabilities. Except (i) as otherwise provided in the Supply Agreement and (ii) for such allocations of liability between the parties as are expressly set forth in the Services Agreement and the Transition Services Agreement:
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Pre-Closing and Post-Closing Liabilities. (a) Seller shall be responsible for and pay all liabilities, accounts payable and other Obligations which arose in connection with the Purchased Assets and the operation of Seller’s EDC Business up until, but not including the Closing Date, except for the Assumed Liabilities.
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Pre-Closing and Post-Closing Liabilities. The Partnership shall be liable for all liabilities and obligations relating to the Projects which arise from events and circumstances from and after the Closing, and shall indemnify, protect, defend with counsel reasonably satisfactory to the Transferor, and hold harmless, the Transferors and their affiliates from and against any and all such liabilities and obligations. The Transferors shall be liable for all liabilities and obligations relating to the Projects which arise from events and circumstances occurring or existing prior to the Closing, and shall indemnify, protect, defend with counsel reasonably satisfactory to the Partnership, and hold harmless, the Partnership and its affiliates from and against any and all such liabilities and obligations. Notwithstanding the foregoing, the Transferors shall not be liable for liabilities for which the Partnership received a proration credit hereunder (to the extent thereof). The provisions of this Section shall survive the Closing.
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Pre-Closing and Post-Closing Liabilities. (a) Purchaser shall not, and shall not be deemed to, assume, any liabilities of Seller, of any kind or nature whatsoever, whether known or unknown, fixed or contingent, arising out of acts or omissions of Seller occurring prior to Closing, except those, if any, which were assumed by Purchaser (as the Hotel Manager) prior to Closing, under the terms of the Hotel Management Agreement. The Hotel Management Agreement shall automatically terminate and be of no further force or effect upon Closing of the transaction contemplated by this Agreement; however, neither Purchaser nor Seller shall be released from any liabilities or obligations arising under the Hotel Management Agreement prior to Closing and notwithstanding anything contained in the Hotel Management Agreement to the contrary, said liabilities shall survive the Closing for a period of two years.
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Related to Pre-Closing and Post-Closing Liabilities

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

  • 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.

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

  • Closing and Closing Documents 24 ----------------------------- 11.1. Closing....................................................... 24 ------- 11.2. Seller's Deliveries........................................... 26 ------------------- 11.3. Purchaser's Deliveries........................................ 26 ---------------------- 11.4. Prorations.................................................... 27 ---------- 11.5. Document Preparation and Closing Costs........................ 28 -------------------------------------- 11.6. Reconciliation and Final Payment.............................. 28 -------------------------------- 11.7.

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • 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.

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, for three (3) months immediately following the Closing Date, 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 reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party 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. 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 or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), 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 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.

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