Covenants After Closing. The Company, the PRC Subsidiary and the Founder covenant and agree with the Investors that, at all times from and after the date hereof, they will comply with the following covenants.
Covenants After Closing. 24 6.1 The Company's Access to Information.....................24 6.2
Covenants After Closing. The Buyer undertakes for a period of at least twelve (12) months from Closing to:
(a) maintain the Navion head office in Stavanger;
(b) conduct the Navion Group’s business and operations from the head office in its ordinary course and consistent with past practice; and
(c) subject as set out in Schedule 8.3 (c), maintain the present level of employees; provided however the Buyer shall not be obligated to hire new employees to replace persons who die, become disabled or otherwise unable to work, voluntarily terminate their employment or who are terminated for cause in accordance with the laws of the Kingdom of Norway.
Covenants After Closing. 37 - 8.1 Survival of Representations and Warranties.........................- 37 - 8.2 Indemnification....................................................- 38 - 8.3 Mutual Assistance..................................................- 42 - 8.4 Non-Competition; Non-Solicitation..................................- 42 - 8.5 Press Release and Announcements....................................- 44 - 8.6 Expenses...........................................................- 44 - 8.7 Specific Performance...............................................- 44 - 8.8 Arbitration Procedure..............................................- 44 - 8.9 Further Assurances.................................................- 46 - 8.10 Confidentiality....................................................- 46 - 8.11 Tax Matters........................................................- 46 - ARTICLE IX MISCELLANEOUS..................................................................- 48 - 9.1 Amendment and Waiver...............................................- 48 - 9.2 Notices............................................................- 49 - 9.3 Successors and Assigns.............................................- 50 - 9.4 Severability.......................................................- 51 - 9.5 Interpretation.....................................................- 51 - 9.6 Captions...........................................................- 51 - 9.7 No Third-Party Beneficiaries.......................................- 51 - 9.8 Complete Agreement.................................................- 52 - 9.10 Delivery by Facsimile..............................................- 52 - 9.11 Governing Law......................................................- 52 - 9.12 Schedules..........................................................- 52 - EXHIBITS AND SCHEDULES
Covenants After Closing. SELLER, SELLER'S SHAREHOLDERS, BUYER, and IVDesk Holdings, Inc. agree and covenant that after the CLOSING:
1. BUYER shall, and SELLER'S SHAREHOLDERS and IVDesk Holdings, Inc. shall cause Buyer to, continue at least one significant historic business line, and use a significant portion of SELLER's historic business assets in the business of BUYER, within the meaning of Treas. Reg.ss.1.368-1(d).
2. Seller shall not, directly or indirectly, grant any options, warrants, or other rights to purchase or obtain any of the Common Stock to be issued to Seller by IVDesk Holdings, Inc. in the transaction herein described, or to sell or otherwise dispose of such stock except to Seller'S shareholders.
3. Seller shall not transfer the Common Stock except to Seller's shareholders, and Seller'S Shareholders have no present plan or present intent to redeem, sell or transfer such stock.
4. Neither IVDesk Holdings, Inc. or Buyer have a plan or intent to redeem, reacquire or facilitate a transfer of the Common Stock from, for, or on behalf of SELLER'S SHAREHOLDERS. Neither IVDesk Holdings, Inc. or Buyer have a plan or intent to sell or otherwise dispose of the Assets of SELLER acquired in the transaction, except in the ordinary course of business.
5. Seller shall timely liquidate and dissolve under Minnesota law in satisfaction of IRC Section 382(a)(2)(G) and shall provide written documentation to Buyer and IVDesk Holdings, Inc. reflecting the commencement of such liquidation and dissolution within 30 days after the Closing. As soon as reasonably possible after Closing, but no later than 30 days after Closing, Seller will distribute the Common Stock to Seller'S Shareholders. Seller, consistent with its liquidation and dissolution, shall distribute its remaining assets consistent with Minnesota law. Except as necessary to engage in its liquidation and dissolution, SELLER shall retain no assets upon completion of its dissolution and in no event shall Seller otherwise engage in a trade or business.
6. BUYER, IVDesk Holdings, Inc., SELLER AND SELLER'S SHAREHOLDERS agree that no consideration shall be due and none shall be paid in the transaction described herein except for the Common Stock. Other than the Common Stock, no shares, options, warrants, or other stock-based rights in IVDesk Holdings, Inc. or Buyer shall be issued to SELLER or SELLER'S SHAREHOLDERS in IVDesk
7. Holdings, Inc. or BUYER in connection with the transaction described herein.
8. SELLER, and SELLER's SHAREHOLDE...
Covenants After Closing. 40
10.1 Preparation and Filing of Tax Returns 40 10.2 Stock Options 41 10.3 Annual Incentive Compensation Plan 41 11. INDEMNIFICATION 41 11.1 General Indemnification by the STOCKHOLDERS 41 11.2 Indemnification by ITP 42 11.3 Third Person Claims 42 11.4 Exclusive Remedy 43 11.5 Limitations on Indemnification 43 11.6 Subrogation 44 11.7 Tax and Insurance 44 11.8 Undertakings 44 12. TERMINATION OF AGREEMENT 44
12.1 Termination 44 12.2 Liabilities in Event of Xxxxxxxxxxx 00
Covenants After Closing. 4.1 Within ten (10) business days after the Closing, UBI shall procure the foreign investment approval under the Taiwan Statute for Investment by Foreign Nationals of transfer of UTI Cash Shares.
4.2 In the event that the executed Power of Attorney as provided in Article 2.2(iv) is required of notarization and legalization, UBI shall cause such document notarized and legalized within ten (10) business days after receipt of UTI's request.
4.3 Each Party shall cooperate with the other, take such further action, and execute and deliver such further documents, as may be reasonably requested by the other Party in order to carry out the terms and purposes of this Agreement.
Covenants After Closing. (a) CC hereby makes the following covenants to OI which shall take effect upon the Closing:
(i) CC shall file a Form 8-K with the SEC concerning: (A) the Closing of the transactions contemplated by this Agreement; (B) the resignation of G. Rxxxxxx Xxxxx as sole Director and all officers of CC, and (C) the appointment of Rxxxxx Xxxxxx as sole Director, President and Principal Executive Officer of CC (and such other appointments as may have been made by Mx. Xxxxxx).
(ii) Within 75 days of the Closing, CC shall file with the SEC an amended Form 8-K which includes the pro forma financial statements required by the SEC concerning the disposition of assets or a business.
(iii) No later than May 15, 2009 (or May 20, 2009, if a Notice of Extension is timely filed), CC shall file with the SEC the Form 10-Q for the periods ending March 31, 2009 (and March 31, 2008 where required), based solely upon the financial information supplied by OI as set forth in Section 9(b)(iii) below.
(b) OI hereby makes the following covenants to CC which shall take effect upon the Closing:
(i) Within four business days of the execution of this Agreement, OI shall file, on behalf of CC, a Form 8-K with the SEC stating that this Agreement has been executed, which Form 8-K shall include a copy of this Agreement.
(ii) OI shall assume all debts incurred and unpaid by CC as presented to CC on or before April 30, 2009, including the debts incurred to service providers in preparing and filing with the SEC all of CC’s filings after December 9, 2008, through the filing of the Form 8-K described in Section 9(b)(i) above. CC understands that its creditors are not required to accept OI as the sole debtor to them. OI hereby agrees to indemnify CC for any valid debts of CC incurred from December 9, 2008 through the Closing Date, as presented to CC on or before April 30, 2009, which are paid by CC after the Closing.
(iii) OI shall provide all financial information in its possession and required by CC’s securities law counsel and auditors to complete the filing of CC’s quarterly report with the SEC by May 20, 2009, as set forth in Section 9(a)(iii) above, and any financial information in OI’s possession which relates to the period from March 31, 2009 until the Closing Date.
Covenants After Closing. Purchaser agrees that following the Closing:
(a) FILING OF FORM D. Purchaser shall file a Form D with respect to the Common Stock as required under Regulation D and to provide a copy thereof to Seller or the Designees promptly after such filing.
Covenants After Closing. Each of the parties agrees upon and after the Closing as follows:
