Obligations After the Closing Clause Samples

Obligations After the Closing. (a) The Sellers (except Forest, Matrix, Sequoia, and Qualcomm) undertake that they will or will cause the relevant parties to complete the following matters within 10 days after the Closing Date: (i) provide the Buyer with Beijing Baina Information’s business registration information sheet printed from the information system of the industrial and commercial registration department, proving that the Buyer or the designated person of the Buyer holds 60% equity of the Company and the authenticity and integrity of that information sheet shall be certified by the legal representative of Beijing Baina Information and accepted by the Buyer; (ii) Beijing Baina Information completes the submission of necessary registration and filing with the competent departments with respect to the appointment of the legal representative according to Article 5.1(f). (b) The Sellers (except Forest, Matrix, Sequoia, and Qualcomm) promise to, within 10 business days after the Closing Date, cause the US Company to notify Yahoo of the change of the controlling right under the Transaction according to the requirements of their business contracts with Yahoo; (c) The Sellers (except Forest, Matrix, Sequoia, and Qualcomm) undertake that they will or will cause the relevant parties to complete the following matters within 1 month after the Closing Date: (i) complete the following matters relating to the lease of the house: (A) the Domestic Companies complete the registration and filing for the lease of the house as required by all applicable laws; (B) the Domestic Companies offer all house ownership certificates or other house ownership documents with respect to the house they leased, which are to the reasonable satisfaction of the Buyer; (C) Beijing Baina Information has renewed its lease agreement to continue leasing ▇▇▇▇▇ ▇-▇-▇, ▇▇▇▇▇ ▇, # ▇ ▇▇▇▇▇, ▇▇.▇ A Xueyuan Road, Haidian District, Beijing, or other lease agreements to the satisfaction of the Buyer to lease an appropriate place for operation; (ii) Beijing Baina Information completes the change of its business license to add the “Internet Information Service” in its business scope; (iii) Chengdu Xingyu completes the transfer of its software the copyright of which is held by it to Baina Wuhan; (iv) The Japan Company gets the approval of IVP Fund II A LP and IVP Fund II B.L.P. (collectively as, the “IVP”) for the Overseas Transaction, and the confirmation from IVP that it will not require the Japan Company to repurchase the preferred ...

Obligations After the Closing. 7.1 Tax Periods Ending on or Before the Closing Date. HBI shall prepare or cause to be prepared and file or cause to be filed (at its expense) all Tax Returns relating to the Company for all periods ending on or prior to the Closing by the Company. Such Tax Returns shall be prepared in a manner consistent with the Tax Returns (including amended Tax Returns) filed on or prior to the date of Closing for prior fiscal periods. HBI shall pay, or cause to be paid, all Taxes shown as due (or required to be shown as due) on such Tax Returns.

Obligations After the Closing. Selling Parties agree that, following the Closing Date:

Obligations After the Closing. The Parties agree to fulfill the following obligations after the Closing and during the term of this Agreement: (i) To negotiate and execute all the Legal Acts as described in the First clause of this Agreement not later than July 1st, 2005. (ii) JO, JH and QP are obligated to perform all the activities necessary to regularize the legal, accounting, fiscal, financial and operative situation of QP following the indications and instructions given by OIS and/or OTM or their external advisors (hereinafter referred to as the “Advisors”). For such purpose, JO agrees and shall be obligated to deliver all the documents, files and information of QP that are requested to him by whatever mean. (iii) JO, JH and QP shall subscribe all the documents that are necessary, requested, drawn up, negotiated or recommended by OIS/OTM or their Advisors in accordance with the provision of item (ii) above. These documents include, but are not limited to: the signature of the QP Partners Meeting Minutes; the preparation of records and entries in the QP corporate books; the contracts, agreements and other documents that must be subscribed by QP to regularize its legal situation with respect to third parties; tax and contribution payments and their accessories, as the case may be; among others. (iv) JO, JH and QP shall be obligated not to constitute any encumbrance, guarantee or limitation of use or ownership over any of the assets of QP, including but not limited to properties and rights acquired as of this date or in the future. (v) JO agrees and is obligated not to constitute any encumbrance, guarantee or limitation of use or ownership over any partnership interest held by him in QP. (vi) JO, JH and QP are obligated to serve immediate written notice to OIS and OTM in connection with any suit, claim, controversy, fine, garnishment or any legal action brought or imposed by any third party or authority to QP or to JO and JH personally.

Obligations After the Closing. After the Closing, the Sellers will ----------------------------- treat and hold as such all Confidential Information, refrain from using any Confidential Information except in connection with this Agreement, and deliver promptly to LLC or destroy, at the request and option of Buyer, all tangible embodiments (and all copies) of Confidential Information which are in the Sellers' possession. In the event that the Sellers are requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Sellers will notify Perseus and LLC promptly of the request or requirement so that Perseus and LLC may seek an appropriate protective order or waive compliance with the provisions of this Section 14.3. If, in the absence of a protective order or the receipt of a waiver hereunder, the Sellers are, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Sellers may disclose the Confidential Information to the tribunal; provided, however, that the Sellers shall use its reasonable best efforts to obtain, at the request of Perseus or LLC, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as Perseus or LLC shall designate.

Obligations After the Closing