Buyer’s Obligations With Respect to Earnout. The Partners agree that (i) following the Closing Date, the Buyer shall have the right and power to control all aspects of the business and operations of the Company (including decisions regarding the features, functions and characteristics of its products and services, the technology on which its products and services are delivered, whether and when to launch its products and services, and how to price, market and distribute its products and services), and nothing in this Agreement shall require Buyer to take any action that would be, or shall otherwise be interpreted in a manner that is, inconsistent with such right and power and (ii) nothing herein shall constitute a guarantee of employment of any Key Personnel or any other employee, and Buyer may terminate any Key Personnel or other employee, with or without cause, at any time and such termination shall not constitute a breach of this Agreement. Notwithstanding the foregoing, the Buyer covenants that if, prior to the Earnout Payment Date, it should sell or otherwise dispose of the business historically conducted by the Company, it will cause the purchaser of such business to assume Buyer’s obligation to make the Earnout Payment due hereunder.
