Regulators. (a) Prior to Vendor obtaining the Court Order, Purchaser shall provide Vendor with the Purchaser's business associate codes for each of the applicable Regulators. (b) Prior to Vendor obtaining the Court Order, Purchaser shall provide to each of the applicable Regulators the documentation, if any, required by such Regulator to conduct a pre-transfer liability assessment and to promptly deliver thereafter any amounts (in such form as is acceptable to the Regulators), required by the Regulators as a result of Purchaser's requirements under the applicable Governmental Authority Licensee Liability Management Program in order to facilitate a timely Closing. Purchaser further undertakes to make any additional payments and lodge any security required by the applicable Regulators at and subsequent to the time the Licence Transfers, if any, are effected. (c) Purchaser agrees to provide to Vendor, within a reasonable time prior to Closing and no later than five Business Days prior to Closing, confirmation that cash or letters of credit required to perform all financial obligations referred to in the above subsection 2.11(b) in form or substance reasonably acceptable to the Regulators have been deposited in trust with the solicitors for Purchaser together with irrevocable instruction to pay and deliver such amounts or letters of credit immediately when due as a result of Closing. Purchaser acknowledges that the financial obligations referred to in subsection 2.11(b) are not included as part of the Purchase Price.
Appears in 5 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement
