Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereof.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents or the Senior Notes Indenture, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, or (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases joint venture agreements relating to joint ventures and other contracts restricting similar agreements entered into in the assignment thereofordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Subsidiary.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Datedate hereof, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereof.

Clauses Restricting Subsidiary Distributions. Other than pursuant The Company will not, and will not permit any Restricted Subsidiary, to the Senior Note Indentures, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Restricted Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Restricted Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Note Documents, (ii) any restrictions or conditions imposed by any law, by rule, regulation, ordinance, order, code, interpretation, judgment, decree, directive, guidelines, policy or similar form of decision of any self-regulatory organizations Governmental Authority, (iii) customary restrictions and conditions contained in licenses, leases and franchise agreements, (iv) restrictions or existing conditions in respect of transfers or distributions affecting property or assets subject to a Lien permitted under Section 10.5, (v) restrictions or conditions contained in instruments and agreements evidencing Indebtedness for borrowed money permitted to be incurred under Section 10.4, that are taken as a whole no more restrictive than such restrictions and conditions contained in this Agreement, (iivi) restrictions or conditions contained in (A) any joint venture agreements, partnership agreements and other agreements relating to any Joint Venture, provided such restrictions or conditions apply only to the assets or property owned by such Joint Venture or (B) any instruments or agreements evidencing third party Indebtedness for borrowed money incurred by any Joint Venture, provided that such restrictions apply only to the assets or property owned by such Joint Venture and such Indebtedness is not otherwise prohibited by this Agreement, (vii) any restrictions with respect to a Significant Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Restricted Subsidiary and are not incurred (viii) customary restrictions contained in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement documents relating to secured Indebtedness permitted by this Agreement if any Securitizations, provided such restrictions and conditions only apply only to the property applicable Securitization Vehicle and its assets or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofSecuritization Assets.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Datedate hereof, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereof, and (vii) restrictions and conditions imposed by the Pension Reserve Letter Agreement, provided that such restrictions and conditions are limited to distributable reserves to be retained by Lazard & Co., Holdings Limited, Lazard & Co., Limited and Lazard & Co., Services Limited with an aggregate value not in excess of £20,000,000 at any one time.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Significant Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Company Holdings or any other Subsidiary of the CompanyHoldings, (b) make loans or advances to, or other Investments investments in, the Company Holdings or any other Subsidiary of the Company Holdings or (c) transfer any of its assets to the Company Holdings or any other Subsidiary of the CompanyHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, Agreement and the other Loan Documents; (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such Significant Subsidiary, ; (iii) restrictions the provisions contained in any existing indebtedness (and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time any refinancing of such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions indebtedness so long as no more restrictive than those contained in the Senior Note Indenturesrespective existing indebtedness so refinanced); (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (v) customary restrictions and conditions imposed by any agreement contained in the documents relating to secured Indebtedness permitted by this Agreement if any Lien, so long as such Lien is not prohibited hereunder and such restrictions and or conditions apply relate only to the property or assets securing specific asset subject to such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereof.Lien;

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the CompanyRestricted Subsidiary, (b) make loans or advances to, or other Investments in, to the Company or any other Restricted Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the CompanyRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Restricted Subsidiary, (iii) restrictions any customary provisions in leases, licenses and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiaryother agreements restricting assignment thereof, (iv) restrictions that are binding on a Restricted Subsidiary at the time it becomes a Restricted Subsidiary and conditions no more restrictive than those that were not entered into in the Senior Note Indentures, contemplation of its becoming a Restricted Subsidiary and (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions obligations that apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofobligations.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the CompanyRestricted Subsidiary, (b) make loans or advances to, or other Investments in, to the Company or any other Restricted Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the CompanyRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Restricted Subsidiary, (iii) restrictions any customary provisions in leases, licenses and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiaryother agreements restricting assignment thereof, (iv) restrictions that are binding on a Restricted Subsidiary at the time it becomes a Restricted Subsidiary and conditions no more restrictive than those that were not entered into in the Senior Note Indenturescontemplation of its becoming a Restricted Subsidiary, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions obligations that apply only to the property or assets securing such Indebtedness, obligations and (vi) customary provisions restrictions in leases effect on the Effective Date and other contracts restricting identified in Schedule 7.13 and any restrictions contained in any instrument or agreement which refinances or replaces any instrument or agreement listed in Schedule 7.13, provided that such restriction is not materially more onerous on the assignment thereofCompany and its Restricted Subsidiaries than those in effect on the Effective Date.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents and the Prepetition Loan Documents, and any restrictions existing under or in connection with any other Indebtedness existing as of the Petition Date which has been assumed or which remains effective after the Petition Date, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement customary provisions in joint venture agreements and similar agreements that has been entered into restrict the transfer of equity interests in connection with the Disposition of all or substantially all joint ventures (which are not Subsidiaries of the Capital Stock Borrower) (in which case such restrictions shall relate only to assets of, or assets of equity interests in, such Significant Subsidiaryjoint venture), (iii) any restrictions regarding licenses or sublicenses by the Borrower and conditions with respect its Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiaryintellectual property), (iv) customary restrictions and conditions no more restrictive than those contained in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement agreements relating to secured Indebtedness permitted by this Agreement if the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the property or assets securing Subsidiary to be sold and such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereof.sale is permitted hereunder,

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note IndenturesIndentures and the LFNY Credit Agreement, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Datedate hereof, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, Subsidiary or (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions Indentures and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofLFNY Credit Agreement.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note IndenturesThe Company will not, and will not permit any Subsidiary to, enter into with, or suffer to exist or become effective on behalf of, any Person other than (a) a Bank Lender or an Affiliate of a Bank Lender and (b) the holder of any Indebtedness permitted under paragraphs 7B(1)(a), (d)(ii), (d)(iii), (e), (g), (h), (j), (k), (l), (m), (n) or (o) any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to to: (ai) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (bii) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (ciii) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions imposed by law, by any self-regulatory organizations or existing under this the Financing Documents, (B) any restrictions existing under the Bank Credit Agreement, (iiC) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iiiD) any restrictions and conditions with respect to a Person Subsidiary acquired by the Company or any of its Subsidiaries imposed by any agreement existing prior to the acquisition thereof; provided that such agreement is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are entered into in existence at the time such Person becomes a Significant Subsidiary and are not incurred contemplation of or in connection with, with such acquisition or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (viE) customary provisions any restrictions contained in leases and the certificate of incorporation or other contracts restricting the assignment thereoforganizational documents of any Subsidiary which is not a Wholly Owned Subsidiary.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions iii)restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions iv)restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions v)restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary vi)customary provisions in leases and other contracts restricting the assignment thereof.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the CompanyRestricted Subsidiary, (b) make loans or advances to, or other Investments in, to the Company or any other Restricted Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the CompanyRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Restricted Subsidiary, (iii) restrictions any customary provisions in leases, licenses and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiaryother agreements restricting assignment thereof, (iv) restrictions that are binding on a Restricted Subsidiary at the time it becomes a Restricted Subsidiary and conditions no more restrictive than those that were not entered into in the Senior Note Indenturescontemplation of its becoming a Restricted Subsidiary, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions obligations that apply only to the property or assets securing such Indebtedness, obligations and (vi) customary provisions restrictions in leases effect on the Closing Date and other contracts restricting identified in Schedule 7.13 and any restrictions contained in any instrument or agreement which refinances or replaces any instrument or agreement listed in Schedule 7.13, provided that such restriction is not materially more onerous on the assignment thereofCompany and its Restricted Subsidiaries than those in effect on the Closing Date.