Effective upon Closing Sample Clauses
The 'Effective upon Closing' clause establishes that the terms and obligations outlined in the agreement become legally binding only when the closing of the transaction occurs. In practice, this means that neither party is required to perform or be held accountable for the contract's provisions until all closing conditions are met and the transaction is formally completed. This clause ensures that the parties are protected from premature obligations and clarifies that the agreement's enforceability is contingent on the successful closing, thereby reducing uncertainty and risk prior to that event.
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Effective upon Closing. The provisions of this ARTICLE 8 shall become effective upon completion of the Closing, and shall have no force and effect prior to the Closing or if this Agreement is terminated prior to Closing.
Effective upon Closing. Seller, on behalf of itself and its Affiliates hereby grants Buyer and its Affiliates (including the Sale Entities) a limited, non-exclusive, non- transferable, non-sublicensable (except to third-party service providers or contractors solely in connection with services provided to or on behalf of Buyer or its Affiliates in the ordinary course of business), fully paid-up, royalty-free license to use and display the Dominion Marks in the United States for no longer than one hundred and eighty (180) days immediately following the Closing, solely in connection with the operation of the Sale Entities’ businesses, including on Marked Materials and any other supplies possessed by the Sale Entities as of Closing, in each case, in substantially the same manner such Dominion Marks were used or displayed prior to the Closing Date. Any goodwill arising from the use or display of the Dominion Marks by Buyer or its Affiliates pursuant to this section inures to the benefit of Seller and its Affiliates. The license set forth in this Section 5.9(b) terminates automatically upon expiration of the one hundred and eighty (180) day period set forth herein, and Buyer and its Affiliates (including the Sale Entities) shall thereafter cease all use of the Dominion Marks, except for de minimis internal and non-public uses permitted herein.
Effective upon Closing. Buyer shall have assumed, as set forth in Section 6.10, all of the applicable obligations under the IBEW Collective Bargaining Agreements as they relate to Transferred Union Employees;
Effective upon Closing except with respect to those covenants and agreements contained herein that by their terms expressly apply at or after the Closing, each of the Parties waives, on its own behalf and on behalf of its respective Affiliates and Representatives, to the fullest extent permitted under applicable Law, any and all rights, Actions and causes of action it may have against any other Party or their respective Subsidiaries and any of their respective current or former Affiliates or Representatives relating to the operation of any Party or its Subsidiaries or their respective businesses or relating to the subject matter of this Agreement, the Schedules, or the Exhibits to this Agreement, whether arising under or based upon any federal, state, local or foreign statute, Law, ordinance, rule or regulation or otherwise. Each Party acknowledges and agrees that it will not assert, institute or maintain any Action, suit, investigation, or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal or equitable theory under which such liability or obligation may be sought to be imposed, that makes any claim contrary to the agreements and covenants set forth in this Section 12.16. Notwithstanding anything herein to the contrary, nothing in this Section 12.16(b) shall preclude any Party from seeking any remedy for actual and intentional fraud by a Party solely and exclusively with respect to the making of any representation or warranty by it in Article 5 or Article 6 (as applicable). Each Party shall have the right to enforce this Section 12.16 on behalf of any Person that would be benefitted or protected by this Section 12.16 if they were a party hereto. The foregoing agreements, acknowledgements, disclaimers and waivers are irrevocable. For the avoidance of doubt, nothing in this Section 12.16 shall limit, modify, restrict or operate as a waiver with respect to, any rights any Party may have under any written agreement entered into in connection with the transactions that are contemplated by this Agreement, including any other Transaction Agreement.
Effective upon Closing. Seller may notify the utility companies serving the Property of the sale of the Property and direct such companies to (i) return to Seller any deposit or deposits posted by Seller, (ii) terminate Sellers' accounts effective on noon on the date of Closing, and (iii) direct to Buyer all bills for services provided to the Property on and after the date of Closing. All service contracts relating to the Property shall be terminated by Seller as of Closing, and Buyer shall have no liability in connection therewith.
Effective upon Closing each Interest Holder releases the Company and each of its subsidiaries and affiliates, including Corporate PC Source, Inc. ("CPCS") and the Additional Released Parties described below, and the Company releases each Interest Holder, from any and all claims, demands, causes of action, actions, rights, liabilities, contract obligations, damages, attorneys' fees, costs, torts, suits, debts, sums of money, covenants, controversies, agreements, or promises, whether direct or indirect, known or unknown, that (a) the releasing parties now own or hold, or have at any time owned or held, or may in the future own or hold, against the persons and entities they are releasing or any of them, in any capacity, and (b) are or may be based upon any facts, acts, omissions, conduct, purchases, representations, contracts, agreements, events, causes, or matters of any kind that in the case of either clause (a) or (b) (i) existed or occurred prior to the Closing, and (ii) relate in any way to matters related to the acquisition of CPCS by the Company, or any of the Company's prior obligations under the Promissory Notes or with respect to or concerning Contingent Payments.
Effective upon Closing. ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have each tendered their resignation to the Company, whereby each will resign as director of the Company and each will resign from any other office or other position of employment held with the Company; and
Effective upon Closing and to the fullest extent permitted by law, Buyer hereby (a) releases, discharges and forever acquits Seller and every entity affiliated with Seller and all of their members and partners and AMRESCO Management Inc. and their respective officers, directors, shareholders, employees, agents and independent contractors (collectively the "INDEMNITEES") from all demands, claims, liabilities, obligations, costs and expenses which Buyer may suffer or incur relating to the Property Conditions or any other aspect (as delineated in Section 6.1.2) of the Property, or its improvements or any defect related thereto, and (b) agrees to indemnify, defend, protect and hold harmless the Indemnitees against all demands, claims, liabilities, obligations, costs and expenses, including reasonable attorneys' fees and costs incurred by any of them, which may be asserted by a third party at any time relating to the Property Conditions or any other aspect (as delineated in Section 6 1.2) the Property, or its improvements or any defect related thereto, no matter whether earlier discoverable or not, except that Buyer's obligation of indemnification with respect to claims for injury or damage by third parties shall be limited to Claims asserted with respect to occurrences subsequent to the Closing Date. The obligation of indemnification contained in this Section shall not be deemed to limit or diminish the scope of the indemnification set forth in Section 6.2.7.
Effective upon Closing. (i) HSBC shall have no obligation to give or provide any Accommodation under the Credit Facility but shall continue to maintain its Pro Rata Share of the Outstanding BAs until each of them expire;
(ii) HSBC shall not be entitled to receive payment of any Standby Fees accruing after such conditions are satisfied or waived;
(iii) HSBC shall be deemed to have assigned to the Remaining Lenders that portion of its Commitment, and all of its rights and obligations under the Credit Agreement and the Loan Documents in respect thereof (collectively, the “Assigned Rights”), equal to its total Commitment, provided that such assignment shall, with respect to each Outstanding BA, only become effective upon the maturity of such Outstanding BA. The Agent, in consultation with the Remaining Lenders, allocate such portion of the Assigned Rights to the Remaining Lenders to ensure that each Remaining Lender’s Pro Rata Share of the New Commitment is as set out in Appendix 2; and
(iv) Upon the maturity of BA2 and its deemed assignment to the Remaining Lenders in accordance with Section 2.6(a)(iii), HSBC shall cease to be a Lender under the Loan Documents.
Effective upon Closing all Confidential Information relating to the Claims will be deemed to be Confidential Information of Crosshair.