Other Closing definition
Examples of Other Closing in a sentence
On the Closing Date, each of the Other Closing Date Representations is true.
Each of the Other Closing Documents to which the Company is a party has been duly authorized by the Company, and, when executed and delivered by the Company at the Closing, will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Creditor and Enforceability Exceptions.
The covenants of the parties contained herein and the Other Closing Documents to be performed after the Closing Date shall survive the execution of this Agreement and the Closing Date.
Sellers will use reasonable best efforts to (A) in the case of the Audited Financial Statements, promptly after the date hereof obtain the consents of its auditors with respect thereto, and (B) in the case of the Other Closing Seller Financial Statements, promptly following the date of the relevant financial statement or other applicable period, obtain the consents of its auditors as may be required by applicable law or requested by the SEC.
In addition, Sellers shall, following the date of the relevant financial statement or other applicable period, the Other Closing Seller Financial Statements, in each case in a form that satisfies the requirements of Section 4.05 and this Section 6.13.
Each reference in this Agreement and the Other Closing Documents to U.S. dollars (the "relevant currency") is of the essence.
The District shall determine which tools and equipment are necessary.
Absent fraud, no Seller Indemnified Party shall have any recourse against Buyer or Parent for any breach of this Agreement or any Other Closing Document by Buyer or Parent or otherwise in connection with the transactions contemplated hereby except pursuant to, and subject to the limitations in, this Article 8.
This Agreement (including the Schedules, Exhibits and Annexes hereto), together with the Other Closing Documents to which the parties hereto are parties, constitutes the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral and written, among the parties hereto with respect to the subject matter hereof.
The representations and warranties in this Agreement and the Other Closing Documents shall in no event be affected by any investigation, inquiry or examination made for or on behalf of any party or be affected by the Knowledge of any officer, director, stockholder, employee, partner or agent of any party seeking indemnification hereunder or by the acceptance of any certificate or opinion from any third party.