Promptly following Closing Clause Samples

The 'Promptly following Closing' clause requires certain actions or obligations to be performed immediately or within a short period after the formal completion of a transaction, known as the closing. For example, this clause might mandate the delivery of documents, transfer of funds, or completion of administrative tasks right after the closing date. Its core practical function is to ensure that all post-closing responsibilities are addressed without unnecessary delay, thereby facilitating a smooth transition and reducing the risk of disputes or operational gaps.
Promptly following Closing. Seller shall exercise its best efforts to cause the Title Companies to issue the Title Policies to Buyer.
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Promptly following Closing the Seller shall (and shall cause the Subsidiary to) pay and fully discharge all sales taxes collected in the conduct of the Business, and all liabilities and obligations to customers and suppliers of the Business that are not expressly assumed by the Buyer as and when due, and shall otherwise (and shall cause the Subsidiary to) pay, discharge, or make adequate provision for all other liabilities and obligations of the Business, including all Excluded Liabilities and Obligations. The Seller shall (and shall cause the Subsidiary to) promptly pay and fully discharge any income, excise, employment, sales, or use taxes arising as a result of the sale, transfer, conveyance, or assignment of the Purchased Assets. The Seller shall retain responsibility after the Closing Date for all pending litigation related to the Business and liability for claims therein asserted against the Buyer, the Purchased Assets, or the Business.
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Promptly following Closing. Borrower shall use all reasonable efforts to negotiate the Declaration with the other Persons who will be parties thereto. Lender shall have the right to review and approve the Declaration and upon receipt of Lender's approval, the Declaration shall be recorded in the real property records of ▇▇▇▇▇▇ County, Washington, and become a Permitted Encumbrance. Upon receipt of a written request from Borrower, Lender shall consider whether the lien of the Mortgage shall be subordinated to the Declaration, which decision shall be based upon such considerations and subject to such conditions as Lender, in its sole discretion, deems necessary to protect and preserve the Collateral, including the value thereof
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Promptly following Closing. Ambac shall deliver or make available to the Sellers’ Representatives a statement from the Transfer Agent evidencing the transfer and delivery of the Consideration Stock.
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Promptly following Closing. Buyer shall commence and shall thereafter prosecute with due diligence such renovation, refurbishment, improvement or other work (the "Renovation Work") to the Facility necessary for it to satisfy all state and local requirements to permit the Facility to be operated as an Adult Care Home and to obtain Buyer's License. All cost and expense associated with such Renovation Work shall be the sole responsibility of Buyer. Seller shall have no obligation to perform or pay for any of the Renovation Work.
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Related to Promptly following Closing

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • After the Closing Buyer and Seller shall execute and deliver, or shall caused to be executed and delivered from time to time, such further instruments of conveyance and transfer and shall take such other action as any Party may reasonably request to convey and deliver the Interests to Buyer, to accomplish the orderly transfer of the Interests to Buyer, or to otherwise effectuate the transactions contemplated by this Agreement. If either Party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper Party. If an invoice or other evidence of an obligation is received by a Party, which is partially an obligation of both Seller and Buyer, then the Parties shall consult with each other and each shall promptly pay its portion of such obligation to the obligee.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Prior to the Closing the Buyer shall provide to Seller a list of those employees of the Company whose employment Buyer intends to terminate after the Closing (the "Identified Employees") and Seller shall cause the Company prior to the Closing to show on its Financial Statements and the Preliminary Closing Balance Sheet, a liability equal to the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employees, Seller shall have the sole option to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates, or any predecessor thereof, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan prior to the first day of the first calendar quarter commencing after the Closing Date.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.