Additional Post-Closing Duties of Seller and Developer Sample Clauses

Additional Post-Closing Duties of Seller and Developer. Seller shall cooperate with Developer from and after the Closing in connection with Developer’s efforts to use and develop Increment 1 of the Property in accordance with the Concept Plan, which cooperation may include the granting of certain access and utility transmission rights with respect to Lot 4C to Developer and/or third parties if Developer is unable to obtain all access and utility transmission rights reasonably necessary to use and develop Increment 1 in accordance with the Concept Plan from third parties or to comply with the terms of the KD/KMV Agreement (as defined in Exhibit G attached hereto). In addition, Seller and Developer shall each fulfill its respective agreements, covenants and obligations set forth in that certain Memorandum of Understanding dated of even date herewith by and among Kaupulehu Makai Venture, Seller and Developer. Developer shall have the right to excavate the area identified as Lots 46 and 48 together with a portion of Lot 45 comprising Increment 2 and shown on Exhibit C to the Lot 4A Lease (collectively, the “Excavation Parcels”) to fill lots in and otherwise for the benefit of, the Residential Subdivisions — Increment 1 (as defined in the Lot 4A Lease); provided that such right shall be exercised by Developer in a professional manner, in compliance with all applicable laws, in substantial compliance with an engineering and grading plan reasonably approved by Seller, and in such a fashion as to cause as little disruption of any operations on the Excavation Parcels as reasonably possible. Seller hereby approves the grading plan attached to the Lot 4A Lease. Developer shall notify Seller prior to commencing excavation of the Excavation Parcels and shall meet with Seller to discuss the locations, sequencing and methods of excavation. The foregoing right to excavate shall terminate on the “Excavation Termination Date” as such term is defined in Section 5 of Article V of the Lot 4A Lease, as such date may be extended in accordance with said Section 5, whereupon Developer shall remove all debris and improvements then located on the Excavation Parcels and shall stabilize all graded areas in accordance with County standards and industry practice in order to avoid runoff and slope failure.
Sample 1
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Related to Additional Post-Closing Duties of Seller and Developer

  • COVENANTS OF SELLER AND BUYER Seller and Buyer each covenant with the other as follows:

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:

  • Further Assurances; Post-Closing Cooperation At any time or from time to time after the Closing, the parties shall execute and deliver to the other party such other documents and instruments, provide such materials and information and take such other actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the other party to fulfill its obligations under this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions to its obligations to consummate the Merger to be satisfied.

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Post-Closing Operations After the Closing, ACQUIRED COMPANY will be a wholly-owned subsidiary of the Company subject to the terms and conditions outlined in this Agreement. ACQUIRED COMPANY shall be responsible to report to the Company all financial matters and newsworthy events as they materialize, as Seller recognizes Company is a publicly traded company and has certain material obligations of disclosure pursuant to state and federal laws, statutes and regulations.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT Seller and Parent jointly and severally represent and warrant to Buyer as follows:

  • Covenants of Seller Prior to Closing Between the date of this Agreement and the Closing:

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, for three (3) months immediately following the Closing Date, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

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