Special Closing and Post Closing Covenants Clause Samples

Special Closing and Post Closing Covenants. The Parties agree as follows with respect to the period following the Closing:
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Special Closing and Post Closing Covenants. 16 10.1 Delivery of Funds and Other Assets Collected by Seller; Power of Attorney............................................ 16 10.2 Change of Name of Seller..................................... 17
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Special Closing and Post Closing Covenants. 10.1 DELIVERY OF FUNDS AND OTHER ASSETS COLLECTED BY SELLER: POWER OF ----------------------------------------------------------------- ATTORNEY. To the extent Seller receives any funds or other assets in payment -------- of receivables or work-in-process incurred on or after the Closing Date, or in connection with any other Assets being sold to Purchaser hereto, Seller shall immediately deliver such funds and assets to SBC and take all steps necessary to vest title to such funds and assets in SBC. Seller hereby designates SBC and its officers as Seller's true and lawful attorney-in-fact, with full power of substitution, to execute or endorse for the benefit of SBC any checks, notes or other documents received by SBC in payment of or in substitution or exchange for any of the Assets. Seller hereby acknowledges and agrees that the power of attorney set forth in the preceding sentence is coupled with an interest, and further agrees to execute and deliver to SBC from time to time any documents or instruments reasonably requested by Purchaser to evidence such power of attorney.
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Special Closing and Post Closing Covenants. 10.1 DELIVERY OF FUNDS AND OTHER ASSETS COLLECTED BY SELLER: POWER OF ----------------------------------------------------------------- ATTORNEY. To the extent Seller receives any funds or other assets in payment -------- of receivables or work-in-process incurred on or after the Closing Date, or in connection with any other Assets being sold to Purchaser hereto, Seller shall immediately deliver such funds and assets to SBC [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] and take all steps necessary to vest title to such funds and assets in SBC. Seller hereby designates SBC and its officers as Seller's true and lawful attorney-in-fact, with full power of substitution, to execute or endorse for the benefit of SBC any checks, notes or other documents received by SBC in payment of or in substitution or exchange for any of the Assets. Seller hereby acknowledges and agrees that the power of attorney set forth in the preceding sentence is coupled with an interest, and further agrees to execute and deliver to SBC from time to time any documents or instruments reasonably requested by Purchaser to evidence such power of attorney.
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Special Closing and Post Closing Covenants 
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Related to Special Closing and Post Closing Covenants

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Closing Covenants The Purchaser agrees with the Vendor that after closing he:

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.