Subsequent to the Closing Sample Clauses

The "Subsequent to the Closing" clause outlines the rights, obligations, or actions that parties must undertake after the formal completion of a transaction, such as a sale or merger. This may include post-closing deliverables, ongoing covenants, or the resolution of outstanding matters like final payments, transfer of documents, or compliance with regulatory requirements. Its core function is to ensure that all necessary steps and responsibilities that cannot be completed at closing are clearly addressed, thereby reducing the risk of disputes and ensuring a smooth transition after the transaction is finalized.
Subsequent to the Closing. Each party to this agreement shall at the request of any other furnish, execute and deliver such documents, instruments, opinions of counsel, certificates, notices or other further assurances as counsel of the requesting party shall reasonably deem necessary or desirable for effecting complete consummation of this agreement.
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Subsequent to the Closing. The SL Shareholders hereby agree to cause the Company as soon as practicable to increase the authorized shares of Common Stock to 2,000,000,000 shares (the “Share Increase”) and to effect a reverse split of its outstanding common stock of 1:100 (the “Reverse Split”).
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Subsequent to the Closing. The Intergen Entities have taken all necessary and desirable action to maintain and protect each item of Proprietary Rights that they own or use. With respect to each Proprietary Right required to be identified on Schedule 3.12(a):
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Subsequent to the Closing. Immediately after the closing of the transactions contemplated hereby, the authorized capital stock of the Company shall consist solely of: (i) 1,400,000 shares of Common Stock, of which (A) 1,035,631 shares will be issued and outstanding, owned of record by the Persons in the respective amounts set forth on Schedule 5.03(b), (B) 56,298 shares of which are reserved for issuance upon conversion of the Series B Preferred Stock, (C) 56,298 shares of which are reserved for issuance upon exercise of the Warrant, and (D) 37,000 shares of which are reserved for issuance pursuant to the Equity Incentive Plan; and (ii) 40,000,000 shares of Preferred Stock, of which (A) 39,922,957 shares will be designated as Series A Preferred Stock, all of which are issued and outstanding, owned of record by the Persons in the respective amounts set forth on Schedule 5.03(b), (B) 56,298 shares are designated as Series B Preferred Stock, all of which are issued and outstanding, owned of record by the Persons in the respective amounts set forth on Schedule 5.03(b), and (C) 20,745 shares shall be undesignated preferred stock, none of which are outstanding. All such shares have been duly authorized and validly issued, are fully paid and nonassessable. None of such shares are subject to call or have been issued in violation of, or are subject to, any Preemptive Rights.
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Subsequent to the Closing the Buyer shall, and shall cause each of the Entities to, to the extent reasonably requested by Seller, (i) grant to the Seller and its representatives reasonable access at all reasonable times to the Entities’ books and records (including tax workpapers and returns and correspondence with tax authorities), including the right to take extracts therefrom and make copies thereof, to the extent that such books and records relate to the operations of the Entities during taxable periods ending on or prior to or that include the Closing Date, and (ii) otherwise cooperate with the Seller in connection with any audit of Taxes that relate to the business of the Entities prior to the Closing. (b) (i) Other than income Tax Returns for which any Entity is included with the Seller in a consolidated or combined Tax Return (a “Consolidated Tax Return”), the Company will prepare, or cause to be prepared, in accordance with past practices unless otherwise required by applicable Legal Requirements, and file, or cause to be filed, all Tax Returns for the Entities for all Tax periods ending on or prior to the Closing Date that are filed after the Closing Date (“Buyer Tax Returns”). The Company will provide the Seller with a copy of each Buyer Tax Return for Seller’s reasonable review and reasonable comment at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto) and shall not file any Buyer Tax Return without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned or delayed. If the Seller agrees with the Buyer Tax Returns, then the Company shall file or cause to be filed such Buyer Tax Returns. If, within twenty (20) days after the receipt of the Buyer Tax Returns, the Seller notifies the Company in writing that it reasonably disputes the manner of preparation of the Buyer Tax Returns, then the Company and the Seller shall attempt to resolve their disagreement within five (5) days following the notification of such disagreement. If the Company and the Seller are not able to resolve their disagreement, then the dispute shall be submitted to the Settlement Accountants. The parties shall use their respective best efforts to cause the Settlement Accountants to resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Settlement Accountants shall be binding on the parties. The cost of the services of the Se...
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Subsequent to the Closing the Purchaser shall not (and shall cause its and its Affiliates’ employees and other Representatives not to) disclose, and shall (and shall cause its employees to) maintain the confidentiality of, all Seller Confidential Information.
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Subsequent to the Closing upon reasonable notice and at reasonable times, Purchaser will or will cause the Company to grant Seller and its representatives reasonable access to the Long Beach Facility to enable Seller to perform its obligations described in Section 4.24; provided, however, that the performance by Seller of such obligations shall not interfere with the operation of the Long Beach Facility and the conduct of the Company's or the Purchaser's business at the Long Beach Facility. Seller shall be responsible for obtaining, at its expense, any environmental or other Licenses as may be required to perform such obligations; and Seller shall perform all such obligations in compliance with all applicable Laws and shall not cause the Company or the Purchaser to be in violation of any applicable Law. Upon the completion of such obligations, Seller shall promptly repair and restore the areas of the Long Beach Facility upon which investigatory, removal, clean-up or other remediation activities were conducted to a condition approximating that which existed thereon prior to conducting such activities. Without limiting the generality of the foregoing, Seller will, as appropriate, abandon all borings and wells in accordance with applicable Laws. Seller shall provi▇▇ ▇▇rchaser and the Company with copies of any reports, data and correspondence to and from Governmental Authorities relating to Seller's investigatory, removal, clean-up or other remediation activities. In performing its obligations pursuant to this Section 4.24, Seller and its representatives will, when on the Long Beach Facility, conform to the rules and regulations of the Company concerning health, safety and security. Seller shall indemnify, defend and hold Purchaser and the Company harmless from and against any and all Losses which may be asserted against, imposed upon or incurred by Purchaser, the Company or any of their respective agents, employees, or invitees that may result from or arise in connection with (i) the conduct by Seller or its representatives of investigatory, removal, clean-up or other remediation activities, or (ii) damage to persons or property as a result of or in connection with Seller's performance of any of its obligations contained in this Section 4.24 or any other remediation activities.
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Subsequent to the Closing. The parties shall each cooperate with the others to do all acts and execute any required documents to carry out the intention of this Agreement and to achieve the enjoyment by the parties of the fruits of their bargains, which includes a requirement that the 4 Sellers obtain an audit of their financial statements as required by Regulation S-B of the Securities and Exchange Commission.
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Subsequent to the Closing. Developer shall prepare timely and file, or cause to be prepared and timely filed, all federal, state and local income tax returns for Mall II LLC for the period ending on the Closing Date and pay all amounts due as shown on said returns, which obligations shall survive the Closing.
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Related to Subsequent to the 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.

  • Conditions to the Closing Date The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.

  • Conditions to the Closing On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

  • 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.

  • 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.