Additional Post-Closing Agreements Sample Clauses

Additional Post-Closing Agreements. (a) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting. With respect to any Seller deemed to have approved this transaction pursuant to Section 12.5 of the Operating Agreement, but which has failed, in contravention of their obligations under Section 12.5, to deliver the documents required by this Agreement, MWXI may holdback the amounts due to such member until the required closing deliveries have been made. Sellers Agent shall use his commercially reasonable efforts to obtain such deliveries promptly following the closing. (b) The Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Sellers shall permit MWXI to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Sellers shall be responsible for Taxes of Company with respect to such Tax Returns. MWXI and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section 3.3 and any inquiry, audit, litigation or other proceeding with respect to Taxes. To enable Seller’s to file their Tax Returns in respect of this transaction, MWXI will engage a third-party consultant to prepare and deliver to MWXI a valuation of MWXI as of the Closing Date, which valuation shall be delivered to each of the Sellers on or before December 31, 2007.
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Additional Post-Closing Agreements. SECTION 9.1 BOOKS AND RECORDS; TAX MATTERS SECTION 9.2 NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS SECTION 9.3 COVENANT NOT TO COMPETE SECTION 9.4 FINANCIAL STATEMENTS SECTION 10.1 NOTICES SECTION 10.2 INTERPRETATION SECTION 10.3 COUNTERPARTS SECTION 10.4 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES SECTION 10.5 GOVERNING LAW AND VENUE SECTION 10.6 WAIVER OF JURY TRIAL SECTION 10.7 ASSIGNMENT SECTION 10.8 SEVERABILITY SECTION 10.9 SUBSIDIARIES Acquisition Proposal 5.1 Agreement Preamble Alternative Transaction 7.3(f) Ancillary Agreements 2.5(a) Antitrust Laws 5.5(b) Assumed Intellectual Property Authorization Liabilities 1.2(a) Assumed Liabilities 1.2(a) Assumed License Obligations 1.2(a) Balance Amount 1.3(a)(ii) Base Balance Sheet 2.6(b) Xxxx of Sale 1.6 Buyer Preamble Buyer Disclosure Schedule Article III Preamble Buyer Financial Statements 3.4(b) Buyer Material Adverse Effect 3.3(a) Buyer Reimbursable Expense 7.3(b) (a) Buyer’s Indemnified Persons 8.1(a) Buyer’s Modifications 5A.2 Buyer’s Notice 5A.1(b) Buyer’s Purchase Period 5A.1(b) Charter 2.1 Closing 1.4 Closing Date 1.4 Closing Loan Amount 1.3(a)(i) Confidentiality Agreement 4.3 Consumables 9.3(a) Customer Information 1.1(iv) EES 5A.1(a) EES Agreement 5A.1(a) EES Distributor Agreement 5A.1(a) EES Distributorship Agreement 5A.1(a) EES Purchase Agreement 5A.1(a) EES Termination Date 5A.1(a) Encumbrances 2.9 ERISA 2.11 Exchange Act 2.5(b) Excluded Software 1.1(iii) GAAP 2.6(b) Governmental Entity 2.5(b) Indemnified Person 8.1(a) Indemnifying Person 8.1(a) Intellectual Property Assignments 1.6 Intellectual Property Authorizations 1.1 Intellectual Property Licenses 1.1(vii) Interested Acquiror 5.1(a) IP Contracts 2.10(h)
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Additional Post-Closing Agreements. (a) Buyer agrees it shall fund the necessary working capital to achieve the approved financial plan of the operations relating to Seller's Business for each Earnout Payment, and will not take any action which will materially impair the Seller's ability to achieve the Earnout Payments. (b) Seller acknowledges and agrees that the Earnout Shares are being acquired solely for the account of Seller for investment and not with a view to or for resale in connection with any distribution; (c) Seller hereby authorizes Buyer to receive and open mail addressed to Seller and to deal with the contents thereof in a responsible matter provided that such mail relates to the Acquired Assets or to the Business of Seller; and (d) Buyer agrees to pay for all expenses associated with the transfer of Seller's current employees to Buyer, including but not limited to costs associated with visa processing and transfers.
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Additional Post-Closing Agreements. The parties hereto shall use their best efforts to cause the following events to occur as soon as practicable following the Closing Date; provided, that the occurrence of the following shall not be a condition precedent to consummate the transactions contemplated by this Agreement:
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Additional Post-Closing Agreements. Subject to further discussion, analysis and due diligence, the parties presently intend that following consummation of the Transactions that: 4.1 Cash generated from the Acquired Assets will be invested as follows: (a) approximately: 8% for use in Northstar insurance business as regulatory capital; (b) approximately 20% to buy other assets under management to create more liquidity; and (c) the balance will be used to purchase other insurance company assets and invested in various Stillwater managed funds.
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Additional Post-Closing Agreements 
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Related to Additional Post-Closing Agreements

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Closing Agreements Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Laws regarding Taxes) executed on or prior to the date of this Agreement.

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post-Closing Obligations (a) Within ninety (90) days after the Original Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), confirmation, together with relevant supporting documents, that the Quoted Eurobond Listing has taken place; (b) The Credit Parties shall, (i) in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, employees, representatives, consultants and agents (collectively, the “Reviewing Parties” and each, a “Reviewing Party”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ Program in each state or foreign jurisdiction in which any Credit Party originates or purchases Consumer Loans and/or Credit Card Receivables (including participation interests therein), (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to any such lending program (such issues, comments, recommendations and guidance, collectively, the “Diligence Issues”) and (iii) within 90 days (or such longer period as may be agreed to by the Agent in its sole discretion) of any Credit Party’s receipt of written notice of any Diligence Issues from a Reviewing Party, resolve or address any such Diligence Issues, in each case, in a manner satisfactory to the Agent; (c) The Credit Parties shall deliver, or cause to be delivered to the Agent, within sixty (60) days after the Fifth Restatement Closing Date (or such later date as shall be acceptable [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED to the Agent in its sole discretion), deposit account control agreements executed by the applicable Credit Party and each depository institution for which such Credit Party maintains deposit and other accounts, each in form and substance reasonably satisfactory to the Agent in its sole discretion, covering all deposit accounts and other accounts maintained at such depository institution that are not currently subject to deposit account control agreements in favor of the Agent; (d) The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days after the Fifth Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), Intellectual Property Security Agreements executed by the applicable Credit Party covering all federally-registered Intellectual Property Rights that are not currently subject to an Intellectual Property Security Agreement in favor of the Agent; (e) The Credit Parties shall deliver, or cause to be delivered to the Agent, prior to purchasing any Consumer Loans (or participation interests in Consumer Loans) pursuant to any Bank Transaction Documents (or such later date as shall be acceptable to the Agent in its sole discretion), a revised form of Consumer Loan Agreement to be used under such Bank Transaction Documents which provides that (i) all obligations thereunder are “registered obligations” and all instruments issued thereunder (if any) shall be at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations promulgated thereunder and (ii) the first page thereof shall have the following legend: “THIS AGREEMENT SHALL NOT CONSTITUTE A “NEGOTIABLE INSTRUMENT””, which form shall be reasonably satisfactory to the Agent and its counsel; and (f) The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days after the Fifth Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), updated insurance certificates and updated insurance endorsements with respect to the applicable Credit Parties, in each case, in form and substance reasonably satisfactory to Agent and evidencing the insurance policies and endorsements thereto required to be maintained in accordance with Section 8.11.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

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

  • Post-Closing Access (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information. (b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers. (c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

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