Effect of the Closing Clause Samples

Effect of the Closing. If the Closing occurs, all conditions set forth in Section 7.1, Section 7.2 and Section 7.3 shall be deemed to have been satisfied for all purposes hereunder.
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Effect of the Closing. Upon completion of the Closing, the Company shall be a Subsidiary of Buyer, and references in this Agreement to Buyer after the Closing shall include the Company, whether or not specifically stated herein.
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Effect of the Closing. On and subsequent to the Closing Date, all business transacted in connection with the Transferred Assets, and, except as otherwise provided in this Agreement, all obligations accruing in connection with the Transferred Assets and Assumed Liabilities, shall be for the account of the Partnership.
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Effect of the Closing. This Agreement, so far as it is capable of having effect after the Closing, shall notwithstanding the Closing remain in full force and effect.
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Effect of the Closing. Effective as of the Closing, (a) The following agreements shall be deemed terminated and no longer in effect: (i) the Holdings Stockholders Agreement; and (ii) Services Agreement, dated August 18, 2004, by and between the Company and Holdings; (b) The Certificate of Incorporation of Holdings shall be amended and restated in the form of Exhibit A hereto; and (c) The Bylaws of Holdings shall be amended and restated in the form of Exhibit B hereto.
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Effect of the Closing. The Closing will have no adverse effect on the legal situation of any of the Target Companies or any of the Target Companies’ rights and obligations towards third parties and in particular will not: a) violate any Law, Permit, Organizational Documents, administrative, legal, or arbitration decision or any contractual obligation of any of the Target Companies; b) increase any contractual obligations of any of the Target Companies, restrict any of the Target Companies’ contractual rights or result in a right to rescind, terminate or modify any Contract or Permit to which any of the Target Companies is a party; c) increase any obligations or restrict any rights under a Permit or modify, suspend or revoke any Permit applicable to any of the Target Companies or its assets; d) result in the challenge of any financial benefit, including any subsidy (subvention), bonus (prime) or exemption; e) trigger the early repayment of any Indebtedness granted to any of the Target Companies; f) cause the modification, termination or rescission of any insurance policy; g) result in the challenge of any right or tax benefit or give rise to an obligation to pay any Tax, pursuant to Tax Laws; h) entitle any Person to be released from any guarantee, warranty, comfort letter or any other similar undertaking that has been granted as a security (sûreté) or as a guarantee for any undertakings of any of the Target Companies; i) entitle any Person to request from or enforce against any of the Target Companies a guarantee (caution), warranty, comfort letter or any other similar undertaking; and j) cause a charge to be created or registered over the assets of any of the Target Companies.
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Effect of the Closing. Neither the execution nor the performance of this Agreement will result in the Company losing the benefit of an asset, grant, subsidy, right or privilege which it enjoys at the date of this Agreement on the basis of the written terms and conditions under which such asset, grant, subsidy, right or privilege is enjoyed by the Company, or will: (i) (i) conflict with; (ii) result in a breach of; (iii) give rise to an event of default of conditions under; (iv) require the consent of a person under; (v) enable a person to terminate; or (vi) relieve a person from an obligation under, any agreement or arrangement to which the Company is a party or, to the Seller’s Best Knowledge, any legal or administrative requirement by which the Company is bound.
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Effect of the Closing 
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Related to Effect of the Closing

  • Effect of the Mergers (a) At the Initial Company Merger Effective Time, the Initial Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.

  • Effect of Closing All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall be true and correct as of the Closing and shall survive the Closing of this Agreement.

  • Effect of the Merger At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

  • Litigation Affecting Closing On the Closing Date, no proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might eventuate in any such suit, action or proceeding shall be pending or threatened.

  • Effect of Consents After an amendment, supplement, waiver or other action becomes effective as to any series of Securities, a consent to it by a Holder of such series of Securities is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Securities or portion thereof, and of any Security issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Security. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.