Common use of ISSUER POST-CLOSING COVENANTS Clause in Contracts

ISSUER POST-CLOSING COVENANTS. After the Closing, the Issuer covenants and agrees that it shall: (a) use its best efforts to cause the Shares to be distributed to the Subscriber's stockholders in a tax efficient manner (both with respect to the Subscriber and the Subscriber's stockholders), and in compliance with all applicable law, including without limitation the Securities Act of 1933 and the Delaware General Corporation Law, as soon as is reasonably possible after the Closing; (b) Use its best efforts to hold an Annual Meeting of its shareholders during 2002 in accordance with the requirements of its bylaws, the Colorado Business Corporation Act and applicable proxy rules and regulations adopted by the Securities and Exchange Commission; (c) Obtain liability insurance coverage for the current officers and directors of Subscriber under the Issuer's Directors and Officers liability insurance policy covering such officers for acts, omissions and events occurring beginning two years prior to the Closing Date and ending the day following the Closing Date, or otherwise purchase a tail policy with respect to Trident Rowan Group, Inc.'s policy covering such officers and directors for such period; (d) Not amend and cause Centerpoint not to amend, or take any action reasonably expected to cause the amendment of, the officer and director indemnification provisions contained in the Subscriber's charter and by-laws in effect on the date hereof, for a period of two years from the date hereof, and cause Issuer to indemnify the Issuer's officer's and directors in accordance with such provisions. (e) Until the date on which the Shares are distributed to the Centerpoint shareholders, indemnify the Centerpoint directors for their past acts through the date of Closing to the extent that the Issuer is permitted to indemnify its own directors for their actions pursuant to Issuer's Articles of Incorporation and Bylaws; provided, however, that such indemnification shall only be provided to the Centerpoint directors to the extent that insurance coverage for such past acts is denied under all available insurance policies at the time each claim is made or to the extent that such policies and such insurance companies do not fully indemnify such officers and directors against the full cost of all claims and expenses arising out of such past acts.