PRE-EFFECTIVE TIME Sample Clauses

PRE-EFFECTIVE TIME. FROM AND AFTER CLOSING, SELLER SHALL DEFEND, INDEMNIFY, PROTECT AND HOLD HARMLESS BUYER AND ITS AFFILIATES AND SUBSIDIARIES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (“BUYER GROUP”) FROM AND AGAINST ANY AND ALL LIENS, CLAIMS, DEMANDS, COSTS (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES, ACCOUNTANTS’ FEES, ENGINEERS’ FEES, CONSULTANTS’ FEES AND EXPERTS’ FEES), EXPENSES, DAMAGES, LOSSES AND CAUSES OF ACTION FOR DAMAGES (I) ARISING OUT OF OR RELATED TO THE OWNERSHIP OR OPERATION OF THE ASSETS AND ACCRUING PRIOR TO THE EFFECTIVE DATE AND (II) THE MATERIAL BREACH BY SELLER OF ANY OF ITS REPRESENTATIONS AND WARRANTIES PROVIDED IN ARTICLE 6 HEREIN.
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PRE-EFFECTIVE TIME. RECEIPTS AND CREDITS 6.01 All monies, proceeds, receipts, credits and income attributable to the Assets (as determined in accordance with GAAP consistent with past practices) for all periods of time at, from and after the Effective Time, shall be the sole property and entitlement of Columbus. In addition, to the extent Columbus receives any monies, proceeds, receipts, credits and income attributable to the Assets (as determined in accordance with GAAP consistent with past practices) for any period of time before the Effective Time, Columbus shall promptly pay over such amounts to BNR. 6.02 All invoices, costs and expenses, disbursements and payables attributable to the Assets (as determined in accordance with GAAP consistent with past practices) for all periods of time at, from and after the Effective Time, shall be the sole obligation of Columbus. In addition, all invoices, costs and expenses, disbursements and payables attributable to the Assets (as determined in accordance with GAAP consistent with past practices) for any period of time before the Effective Time, shall be the sole obligation of BNR, and, BNR shall promptly pay or, if paid by Columbus, promptly reimburse Columbus for, the same. 6.03 For avoidance of doubt, any payments pursuant to this Article VI shall not constitute adjustments of the consideration set forth in Section 2.01. 6.04 For a period of twelve months following the Closing Date, the Parties shall grant to each other full access to the relevant records and personnel to allow each of them to confirm the payments made under this Article VI, but only to the extent the granting Party may do so without breaching any contractual restriction binding on such Party; provided that such Party will use commercially reasonable methods to have such restriction(s) waived for such purpose.
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Related to PRE-EFFECTIVE TIME

  • The Effective Time Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company will cause the Merger to be consummated pursuant to the DGCL by filing a certificate of merger in customary form and substance (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing and acceptance for record by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent, Merger Sub and the Company and specified in the Certificate of Merger, being referred to herein as the “Effective Time”).

  • Merger Effective Time On the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, the Company, Parent and Merger Sub will (a) on the Closing Date, execute and deliver the Statutory Merger Agreement, (b) on or prior to the Closing Date, cause an application for registration of the Surviving Company (the “Merger Application”) to be executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Bermuda Companies Act and to be accompanied by the documents required by Section 108(2) of the Bermuda Companies Act and (c) cause to be included in the Merger Application a request that the Registrar issue the certificate of merger with respect to the Merger (the “Certificate of Merger”) on the Closing Date at the time of day mutually agreed upon by the Company and Parent and set forth in the Merger Application. The Merger shall become effective upon the issuance of the Certificate of Merger by the Registrar at the time and date shown on the Certificate of Merger. The Company, Parent and Merger Sub agree that they will request that the Registrar provide in the Certificate of Merger that the effective time of the Merger shall be 10:00 a.m., Bermuda time (or such other time mutually agreed upon by the Company and Parent), on the Closing Date (such time, the “Effective Time”).

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Effective Time; Closing (a) As promptly as practicable, but in no event later than three (3) Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and mutually agreed by the parties (the date and time of the filing of such Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in such Certificate of Merger) being the “Effective Time”). (b) Immediately prior to such filing of a Certificate of Merger in accordance with Section 2.02(a), a closing (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date on which the Closing shall occur is referred to herein as the “Closing Date.”