CONTINUING OBLIGATIONS OF TWI AND LSAI AFTER CLOSING Sample Clauses

CONTINUING OBLIGATIONS OF TWI AND LSAI AFTER CLOSING. Following Closing and consummation of the transactions contemplated in this Agreement, the TWI covenants and agrees (except to the extent LSAI may otherwise consent in writing or to the extent otherwise expressly required or permitted by this Agreement), and LSAI covenants and agrees (except to the extent TWI otherwise consent in writing or to the extent otherwise expressly required or permitted by this Agreement), as follows. The survival of the provisions of this Article XII following the Closing are in addition to the survival of all of the other provisions hereof which, by their nature, are not to be performed or fully performed before or at the Closing.
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Related to CONTINUING OBLIGATIONS OF TWI AND LSAI AFTER CLOSING

  • Continuing Obligations The rights and obligations of the Parties that, by their nature, would continue beyond the expiration or termination of this Agreement, e.g., "Liability and Risk of Loss" and "Intellectual Property Rights"-related clauses shall survive such expiration or termination of this Agreement.

  • Continuing Obligations of the Grantors Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

  • Closing Obligations At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

  • Continuing Obligation The Contractor's duty to indemnify continues in full force and effect, notwithstanding the expiration or early cancellation of the contract, with respect to any claims based on facts or conditions that occurred before expiration or cancellation.

  • CONTINUING OBLIGATION OF THE SELLER SLM ECFC shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period SLM ECFC owned the related Purchased Loan, or (b) a payment made or alleged to have been made to SLM ECFC. Further, SLM ECFC agrees to reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.