Rights and Obligations Subsequent to the Closing Sample Clauses

Rights and Obligations Subsequent to the Closing. 19 11.1 Collection of Assets 19 11.2 Survival of Warranties 19 11.3 COBRA Compliance 19 11.4 Noncompetition; Solicitation of Employees 19 11.5 Reimbursement of Employee Bonuses 20 11.6 Further Cooperation 20 ARTICLE 12. INDEMNIFICATION 20 12.1 Definitions 20 12.2 Indemnification by the Sellers 21 12.3 Indemnification by the Buyer 22 12.4 Defense of Third Party Actions 23 12.5 Miscellaneous 24 12.6 Payment of Indemnification 24 ARTICLE 13. REGISTRATION 24 13.1 Registration 24 13.2 Covenants of the Sellers 24 13.3 Expenses 24 13.4 Exclusive Obligation to Register 25 13.5 State Securities Laws 25 13.6 Indemnification and Contribution 25 13.7 Miscellaneous Provisions Regarding Registration 26 ARTICLE 14. GENERAL PROVISIONS 27 14.1 Fees and Expenses 27 14.2 Notices. 27 14.3 Publicity and Disclosures 28 14.4 Entire Agreement 28 14.5 Severability 28 14.6 Assignability 28 14.7 Amendment 28 14.8 Counterparts 28 14.9 Effect of Table of Contents and Headings 28 14.10 Pronouns 28 14.11 Time Periods 29 14.12 No Strict Construction 29 14.13 Governing Law 29 14.14 Consent to Exclusive Jurisdiction. 29 14.15 Official Language 29
Sample 1
AutoNDA by SimpleDocs
Rights and Obligations Subsequent to the Closing 
Sample 1Sample 2

Related to Rights and Obligations Subsequent to the Closing

  • Rights and Obligations Subsequent to Closing 41 8.1 Survival of Warranties............................................41

  • Rights and Obligations Survive Exercise of the Warrant Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant.

  • Additional Rights and Obligations If the Company issues securities in its next equity financing (other than a transaction with a strategic partner that involves a financing) within 180 days after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the Securities, such as price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Subscriber with respect to the Securities (with appropriate adjustment for economic terms or other contractual rights), subject to such Subscriber’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such documents, the “Next Financing Documents”). Notwithstanding anything herein to the contrary, upon the execution and delivery of the Next Financing Documents by Subscriber holding a majority of the then-outstanding Securities, this Subscription Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or effect.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS The obligations of the Seller under this Agreement are subject to the following conditions (any of which may be waived in writing in whole or in part by the Seller):

  • Rights and Obligations Survive Exercise of Warrant Unless otherwise provided herein, the rights and obligations of the Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.

  • CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATION TO CLOSE The Seller’s obligation to sell the Assets and to take the other actions required to be taken by the Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part, in writing):

  • Rights and Obligations on Termination In the event of termination of this Agreement for any reason, the parties shall have the following rights and obligations:

  • Conditions Precedent to the Closing 12 7.1. Consents; Stockholder Approval .................................. 12 7.2. No Suits or Actions ............................................. 12 ARTICLE VIII - MISCELLANEOUS................................................. 12

Time is Money Join Law Insider Premium to draft better contracts faster.