Risk of Loss and Damage Prior to Closing Sample Clauses

Risk of Loss and Damage Prior to Closing. (a) Risk of loss of the Tangible Assets shall pass to the Purchaser at the Closing, and the Company shall bear all risk of loss or damage to, or destruction of, the Tangible Assets until the Closing and the Purchaser shall bear all such risk of loss, damage and destruction after the Closing. If, prior to the Closing, any Tangible Assets are lost, damaged or destroyed and such loss, damage or destruction has not been completely replaced, repaired or otherwise rectified by the Closing, and if the Closing takes place, the Purchase Price will be reduced by an amount equal to the aggregate of:
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Risk of Loss and Damage Prior to Closing. Risk of loss of the Royalty shall pass to the Purchaser at the Closing, and each of the Vendors shall bear all risk of loss or impairment of the Royalty until the Closing and the Purchaser shall bear all such risk of loss after the Closing.
Sample 1Sample 2See All (5)
Risk of Loss and Damage Prior to Closing. Risk of loss of the Royalties shall pass to the Purchaser at the Closing, except as otherwise provided in this Agreement. The Vendors shall bear all risk of loss or impairment of the Royalties until the Closing and the Purchaser shall bear all risk of loss or impairment of the Royalties after the Closing, except as otherwise provided in this Agreement.
Sample 1Sample 2
Risk of Loss and Damage Prior to Closing. (a) PPM shall bear all risk of loss or damage to, or destruction of, the PPM Purchased Assets until the Closing Time and the Buyer shall bear all such risk of loss from and after the Closing Time.
Sample 1
Risk of Loss and Damage Prior to Closing. Risk of loss of the Purchased Assets shall pass to the Purchaser at Closing, and the Vendors shall bear all risk of loss or damage to the Purchased Assets until Closing and the Purchaser shall bear all risk of loss after Closing.
Sample 1
Risk of Loss and Damage Prior to Closing. The Vendor will bear all risk of loss or damage to the Assets until the Closing and the Purchaser will bear all risk of loss or damage to the Assets from and after the Closing. The Purchaser will indemnify and hold harmless the Vendor from and against any Damages suffered or incurred by the Vendor in connection with the Purchaser's ownership and/or use of the Assets and the Purchaser's conduct of the Business from and after the Closing.
Sample 1
Risk of Loss and Damage Prior to Closing. 2.5 Clawback by Vendor 2.6 Buydown by Operator 2.7
Sample 1
AutoNDA by SimpleDocs

Related to Risk of Loss and Damage Prior to Closing

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!