Buyer's Post-Closing Covenants. (A) The Buyer covenants to cause the Company to maintain and keep in effect for a period of three (3) years after the Closing Date the Company's 401(k) and Profit Sharing Plan upon such terms as are in effect on the Closing Date; provided, however, that the Company's discretionary contribution for each of such years shall not exceed ten percent (10%) of the total compensation paid to participants.
(B) The Buyer covenants to cause the Company to retain and operate its business under the name RFL Electronics Inc. for a period of three (3) years after the Closing Date.
Buyer's Post-Closing Covenants. Buyer agrees to perform the ------------------------------ following covenants after the closing:
Buyer's Post-Closing Covenants. The Buyer covenants and agrees that, from and after the Closing, it shall and shall cause the Company and the Subsidiaries to:
(i) Maintain and not dispose any records of the Taxes paid or payable by the Company (including but not limited to returns, reports, books, records, financial data, receipts, notices, assessments, reassessments, earnings and profits data, and work papers) prior to the tenth (10th) anniversary of the Closing Date, unless the Buyer shall first have received the written consent of each of the Sellers; and
(ii) Give the Sellers and the Sellers' employees, counsel, accountants and advisors with all the information and documents that they reasonably request in writing in connection with the preparation of any Tax returns, Tax credits, Tax elections or financial statements, or any judicial, quasi-judicial, administrative, Tax audit or arbitration proceeding; it being understood that the Sellers shall reimburse all reasonable and documented expenses incurred by the Buyer in connection with the provision of information and documentation for purposes of this item (ii).
Buyer's Post-Closing Covenants. Buyer and RT represent and warrant that:
5.1 Until the Earn Out are paid in full, RT and Buyer will not take any willful or malicious action which will result in RT’s failure to collect any of the accounts receivable and RT and Buyer will use their best efforts to collect each such account receivable within 120 days after Closing.
5.2 Until the Earn Out is paid in full, Buyer will cause RT to carry on its business and activities diligently and in substantially the same manner as they have been carried out prior to the execution of this Agreement.
5.3 Until the Earn Out is paid in full, Buyer will cause RT to continue to carry its existing insurance, subject to variations in amounts required by the ordinary operations of its business.
Buyer's Post-Closing Covenants. (a) Buyer agrees that, for a period of 5 years following the Closing Date, Buyer will use commercially reasonable efforts to fund or otherwise obtain funding for the automatic meter reading research and development expenses of the Company at levels equal to or greater than $2,000,000.
(b) Within six months following the Closing Date, Buyer agrees to, or cause the Company to, establish in the name of the Company and Xxxxxxxx Xxxxx, to an Endowment Fund for Case Western Reserve University's Case School of Engineering in the aggregate amount of $500,000 for engineering studies. Buyer agrees to permit Xxxxxxxx Xxxxx to serve as the donor representative in all dealings with the University. Xxxxxxxx Xxxxx agrees that the name of the Company will be publicly associated with this endowment.
Buyer's Post-Closing Covenants. Buyer agrees that at such time as the Shares are held by non-affiliates of Buyer and are eligible for sale under Rule 144 under the Securities Act of 1933, as amended, it will, promptly following the delivery by Seller to Buyer or Buyer's transfer agent of the certificate representing the Shares, use its reasonable best efforts to deliver or cause to be delivered to Seller a certificate representing such shares that is free from all restrictive and other legends.
Buyer's Post-Closing Covenants. Buyer covenants and agrees to use its best efforts in good faith following consummation of the Transaction to defend vigorously any claims asserted against any of the Acquired Entities that could result in a Loss for which Sellers might have indemnification obligations under Sections 15(b)(ii) or (iii) hereof. In connection with such defense, Buyer agrees to employ independent legal counsel of reputable standing reasonably acceptable to the Sellers. Additionally, in connection with any claims for which the Sellers might have indemnification obligations pursuant to Section 15(b)(ii) hereof, the Buyer agrees, if requested by the Sellers, to utilize the services of Xxxxxx Xxxxxxxx LLP to assist in the defense of any additional tax assessment.
Buyer's Post-Closing Covenants. Buyer covenants and agrees as follows (which covenants shall survive the Closing):
Buyer's Post-Closing Covenants. The Buyer and Sepracor jointly and severally covenant and agree that subsequent to the Closing Time they will use commercially reasonable efforts to cause the Corporation to file NDS applications with the TPD in Canada for at least [**] New Products within [**] of the Closing and thereafter to diligently pursue, to the extent commercially reasonable, approval from the TPD for such NDS applications in respect of such [**] New Products as well as the data protection contemplated in Section 2.2 hereof with a view to expediting the occurrence of the Milestone Events and accelerating payment of the Milestone Payments contemplated in Section 2.2 hereof. Sepracor and the Buyer acknowledge and agree that if Sepracor or any of its Affiliates other than the Corporation files an NDS in respect of any New Product or receives an NOC or data protection in respect thereof then, for
Buyer's Post-Closing Covenants. (a) Pursuant to that certain Assignment and Assumption of Mortgage and Note dated of even date herewith (the "Assignment and Assumption of Mortgage"), Buyer is assuming all of Seller's obligations under the Mortgage. Buyer hereby covenants to timely comply with all provisions of the Mortgage, including but not limited to (i) timely making all monthly payments to Lender when due, (ii) maintaining the applicable insurance required by the Mortgage, and (iii) not doing or suffering any act that would impair or weaken the value of the Property as security for the debt evidenced by the Mortgage.
(b) As soon as reasonably practicable after the Closing Date, Buyer covenants to use commercially reasonable efforts to (i) pay off the Mortgage in full, and (ii) obtain from Lender a full release of Buyer's and Seller's obligations in connection with the Mortgage. With respect to this Section 7, all of the indemnification provisions in Article IX of the Asset Purchase Agreement relating to Buyer's indemnification of Seller therein shall be incorporated herein by this reference and shall apply to Buyer's post closing covenants set forth in this Section 7; provided, however, that the limitation on the indemnity period in Section 9.5 of the Asset Purchase Agreement shall not apply to the indemnity of the post closing covenants in this Section 7. The provisions of this Section 7 shall survive Closing, until such time that Buyer fulfills the provisions of 7(b)(i) and 7(b)(ii) above.
