Additional Post Closing Covenants and Agreements Sample Clauses

Additional Post Closing Covenants and Agreements. (a) For a period of three years after the Closing Date, the Purchaser shall maintain the books and records of the Company and MagtiCom in existence as of the Closing Date. Except as otherwise prohibited by applicable Requirements of Law, the Purchaser may destroy such records after the time period specified herein, but only after the Purchaser gives ninety days prior written notice to the Seller and details the contents of the records to be destroyed. The Seller shall have the option to take possession of such records at its own expense within ninety days of the date of such notice by the Purchaser. (b) On and after the Closing Date, the Purchaser shall give the Seller and its representatives such access as the Seller may reasonably request to the properties, books, records and employees of the Company and MagtiCom relating to any period ending on or before or including, the Closing Date, for purposes of (i) investigating, preparing the defense or prosecution of, prosecuting or defending any litigation proceeding, or investigation pending, threatened or anticipated by or against the Seller, except in an action between the parties hereto; provided that (x) the normal conduct of the business shall not be disrupted thereby and (y) in the event of any litigation or threatened litigation between the parties, the foregoing shall in no event be, or be deemed to be, a waiver by a party of any right to assert the attorney-client privilege or other applicable privilege, or (ii) other proper purposes consistent with matters relating to a divested business interest, including, without limitation, for the preparation and filing of any tax return, statement, report or form and any audit, litigation or other proceeding with respect to taxes. Subject to the foregoing, such access shall include, without limitation, assuring the presence of employees of the Company or MagtiCom, at the Seller's expense, as witnesses at depositions, hearings or trials. (c) On and after the Closing Date, each of the Seller and the Purchaser shall: (i) assist (and cause their respective Affiliates to assist) the other party in preparing any Tax returns which such other party is responsible for preparing and filing and which are related to (A) the sale of the Purchased Interest pursuant to this Agreement, or (B) any taxable period of the Company or MagtiCom, or portion thereof, occurring on or before the Closing Date (the "Pre-Closing Period"); (ii) cooperate fully in responding to audits by any...
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Additional Post Closing Covenants and Agreements 
Sample 1

Related to Additional Post Closing Covenants and Agreements

  • Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.

  • Additional Covenants and Agreements (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

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

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

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

  • Performance of Covenants and Agreements The Guarantor hereby agrees to take all lawful action in its power to cause the Tenant duly and punctually to perform all of the covenants and agreements set forth in the Transaction Documents.

  • Covenants and Agreements of Buyer Buyer covenants and agrees with Seller as follows:

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

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

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