Buyer Earnout Covenants Sample Clauses

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Buyer Earnout Covenants. Following the Closing and until expiration of the Earnout Period, subject to Section 2.4(j), Buyer shall:

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Related to Buyer Earnout Covenants

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

• Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

• Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

• Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

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

• Interim Operating Covenants Seller covenants to Purchaser that Seller will:

• 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.

• Buyer Covenants The Buyer covenants as follows:

• Continuing Covenants Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

• Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.