Promptly following Closing. Ambac shall deliver or make available to the Sellers’ Representatives a statement from the Transfer Agent evidencing the transfer and delivery of the Consideration Stock.
Promptly following Closing the Seller shall (and shall cause the Subsidiary to) pay and fully discharge all sales taxes collected in the conduct of the Business, and all liabilities and obligations to customers and suppliers of the Business that are not expressly assumed by the Buyer as and when due, and shall otherwise (and shall cause the Subsidiary to) pay, discharge, or make adequate provision for all other liabilities and obligations of the Business, including all Excluded Liabilities and Obligations. The Seller shall (and shall cause the Subsidiary to) promptly pay and fully discharge any income, excise, employment, sales, or use taxes arising as a result of the sale, transfer, conveyance, or assignment of the Purchased Assets. The Seller shall retain responsibility after the Closing Date for all pending litigation related to the Business and liability for claims therein asserted against the Buyer, the Purchased Assets, or the Business.
Promptly following Closing. Buyer shall commence and shall thereafter prosecute with due diligence such renovation, refurbishment, improvement or other work (the "Renovation Work") to the Facility necessary for it to satisfy all state and local requirements to permit the Facility to be operated as an Adult Care Home and to obtain Buyer's License. All cost and expense associated with such Renovation Work shall be the sole responsibility of Buyer. Seller shall have no obligation to perform or pay for any of the Renovation Work.
Promptly following Closing. Seller shall exercise its best efforts to cause the Title Companies to issue the Title Policies to Buyer.
Promptly following Closing. Borrower shall use all reasonable efforts to negotiate the Declaration with the other Persons who will be parties thereto. Lender shall have the right to review and approve the Declaration and upon receipt of Lender's approval, the Declaration shall be recorded in the real property records of Xxxxxx County, Washington, and become a Permitted Encumbrance. Upon receipt of a written request from Borrower, Lender shall consider whether the lien of the Mortgage shall be subordinated to the Declaration, which decision shall be based upon such considerations and subject to such conditions as Lender, in its sole discretion, deems necessary to protect and preserve the Collateral, including the value thereof
