Additional Consideration Covenants Clause Samples

Additional Consideration Covenants. (a) Buyer shall maintain accounting and other records for the Group Companies and the National Entities sufficient to permit the accurate calculation of Revenues, EBT, Cost Savings and any Additional Consideration. (b) During the period from the Closing Date through the commencement of the First Measurement Period, (x) the Group Companies shall conduct their operations in the ordinary course of business and shall take no actions to implement or achieve Cost Savings or to hire additional Registered Representatives without the prior written consent of the Sellers’ Representative; and (y) the Buyer will not take actions to cause the Group Companies to violate their obligations under the foregoing clause (x) or reduce costs within any National Entity in anticipation of the acquisition of the Group Companies pursuant hereto. (c) The Sellers acknowledge and agree that Buyer and its Affiliates shall have the exclusive and absolute right to operate and otherwise make decisions with respect to Group Companies and their assets, or the management or ownership of Group Companies, and/or decisions as to expansion, use of assets, capital and dividend policies; provided, however, that Buyer shall take no action that is intended to thwart the payment of the amounts payable under this Section. Without limiting the foregoing, the Sellers acknowledge that neither the Buyer nor any of its Affiliates are obligated to contribute additional capital to Group Companies, or to make loans to or investments in the Group Companies. No Seller shall have any right, cause of action or other claim against the Buyer, the Group Companies or any of their respective Affiliates with respect to the ownership or operation of the Group Companies on and after the Closing. (d) From Closing through the end of the Third Measurement Period: (i) The costs of any employee of a Group Company who provides services to Buyer or such other National Entity shall be shared between the applicable Group Company and the applicable National Entity on an arms length basis. (ii) Buyer shall advise the Sellers’ Representative on a reasonable basis of the nature and amount of Cost Savings achieved by any National Entity. (iii) The Sellers’ Representative and the then Chief Financial Officer of Buyer shall, during the period commencing on the Closing Date and ending at the end of the Third Measurement Period, meet at least once every 90 days to review and discuss in good faith (i) Synergies that have been achieved in t...