Other Transitional Matters. 24 ARTICLE IX Remedies
Other Transitional Matters. The Buyer and the Seller agree to cooperate with respect to all transitional matters to effect the orderly transfer of the business of the Branch, including taking the actions outlined in EXHIBIT I.
Other Transitional Matters. The current officers and directors of iNet will not take any action which primarily is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of, or Person having a business relationship with, iNet from maintaining the same business relationships with iNet after the Closing as it maintained with iNet prior to the Closing, or in any manner prior to or after the Closing interfering with or disrupting such relationships to Purchaser's detriment. iNet and the current officers and directors of iNet will refer all inquiries by lessors, licensors, customers suppliers, business associates or other Persons having a relationship with iNet relating to the business as conducted by iNet prior to this transaction from and after the Closing Date.
Other Transitional Matters. For a period of three (3) months beginning on the Closing Date, Seller shall timely provide Buyer with checks, deposits and payments it receives on the Accounts and Loans, including documentation for ACH transactions, to enable Buyer to timely pay checks drawn on the Accounts and process deposits to the Accounts and process payments on the Loans.
Other Transitional Matters. (a) All baggage or other property of guests of the Hotel which has been checked with or left in the care of the Hotel and remains in the Hotel’s care as of the Cut-Off Time shall be inventoried and tagged jointly by representatives of Seller and Buyer. Buyer hereby agrees to defend, indemnify and hold harmless Seller and Seller’s Manager against any claims, losses or liabilities in connection with such baggage and property arising out of the acts or omissions of Buyer or Buyer’s Manager from and after the Closing Date. Seller hereby agrees to defend, indemnify and hold harmless Buyer against all claims, losses and liabilities with respect to such baggage and property arising out of the acts or omissions of Seller or Seller’s Manager prior to the Closing Date.
(b) Not later than three (3) days prior to the Closing, Seller shall send, or cause Seller’s Manager to send, written notice to guests or other persons who have safe deposit boxes at the Hotel advising of the sale of the Hotel and requesting verification or removal of the contents within two (2) days. The safe deposit boxes of guests or other persons not responding to said written notice shall be opened only in the presence of representatives of both Seller or Seller’s Manager, on the one hand, and representatives of Buyer and Buyer’s Manager, on the other hand. The contents of all boxes opened as aforesaid shall be listed at the time such boxes are opened and each such list shall be signed by or on behalf of representatives of both Seller or Seller’s Manager, on the hand, and representatives of Buyer and Buyer’s Manager, on the other hand, and Buyer shall not be liable or responsible for any items claimed to have been in said boxes unless such items are included in such list. Seller agrees to indemnify, defend and hold Buyer and Buyer’s Manager harmless from and against any liability or responsibility for any items claimed to have been in said boxes but not included on such list and Buyer agrees to indemnify, defend and hold Seller and Seller’s Manager harmless from and against any liability or responsibility for items claimed to have been in said boxes and included in such list and all claims, losses and liabilities with respect thereto arising out of the acts or omissions of Buyer after the Closing Date.
(c) Buyer shall be responsible for any sales tax and other similar taxes on the sale of the Personal Property, if any. Buyer shall pay any sales tax and other similar taxes, if any is due, directly...
Other Transitional Matters. The Principal Shareholder of Piper and the current officers and directors of Piper will not take any action which primarily is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of, or Person having a business relationship with, Piper from maintaining the same business relationships with Piper after the Closing as it maintained with Piper prior to the Closing, or in any manner prior to or after the Closing interfering with or disrupting such relationships to Purchaser's detriment. The Principal Shareholder of Piper and the current officers and directors of Piper will refer all inquiries by lessors, licensors, customers suppliers, business associates or other Persons having a relationship with Piper relating to the business as conducted by Piper prior to the Merger to Purchaser from and after the Closing Date.
Other Transitional Matters. 35 6.2.4 Sublease of Office Space................................................... 35 6.2.5 Switchboard/Receptionist Services.......................................... 36 6.2.6 Product Marketing.......................................................... 36 6.2.7 Environmental Consulting Services.......................................... 36 6.2.8 Personal Property/Software................................................. 36 6.2.9 Computer Network Support................................................... 36 6.2.10 Stock Option Vesting....................................................... 36 6.2.11 Tax Loans.................................................................. 36 6.2.12 Use of Name................................................................ 36 6.2.13 Filing for Tax Liquidation................................................. 37 6.2.14 Canadian Tax Form 2062..................................................... 37 6.2.15 Target Will Not Incur Tax Liability After Effective Date................... 37 6.3 Post-Closing Covenants of Acquiror............................................ 37 6.3.1
Other Transitional Matters. The Shareholder and the current officers and directors of the Target will not take any action which is primarily designed or intended to have the effect of discouraging any lessor, licenser, customer, supplier, or other business associate of the Target or any of its Subsidiaries from maintaining the same business relationships with the Target and its Subsidiaries after the Closing as it maintained with the Target and its Subsidiaries prior to the Closing. The Shareholder and the current officers and directors of the Target will refer any and all lessor, licensor, customer and supplier inquiries relating to the business of the Target and any of its Subsidiaries to Acquiror from and after the Closing Date.
Other Transitional Matters. The Red River Shareholders and the current officers and directors of the Company will not take any action which primarily is designed or intended to have the effect of Red River discouraging lessor, licenser, customer, supplier, or other business associate of the Company or any of its subsidiaries from maintaining the same business relationships with the Company and its subsidiaries after the Closing as it maintained with the Company and its subsidiaries prior to the Closing. The Red River Shareholders and the current officers and directors of the Company will refer all lessor, licensor, customer and supplier inquiries relating to the business of the Company and any of its subsidiaries to Purchaser from and after the Closing Date.
Other Transitional Matters. 16.1 FCF agrees promptly from the Transitional Date to use its reasonable endeavours to facilitate an interim accreditation arrangement for CNIFP forest estate (but not for the Relevant Processing Plants) with the Forest Stewardship Council ("FSC"), such arrangement to subsist until CNIFP has obtained FSC certification in its own right.
16.2 FCF agrees to use its reasonable endeavours to do all things reasonably requested by CNIFP to assist TMC to assume the management responsibilities formerly held by FCF under the Management Agreement on the Operational Date or the RPP Handover Date (in relation to management of the Relevant Processing Plants), including, without limitation:
(a) if requested and subject to clause 16.3, assigning or novating, in a manner and form reasonably requested by CNIFP and at CNIFP's sole cost, licences for the Intellectual Property of third parties used in relation to the Business to CNIFP (or at the request of CNIFP, TMC) and providing all reasonable assistance to the relevant person to obtain the consent of Intellectual Property owners or licensors to such assignments or novations;
(b) if requested and subject to clause 16.3, assigning or novating, in a manner and form reasonably requested by CNIFP and at CNIFP's sole cost, any contract, resource consent, permit, licence, consent and approval related to the Business (irrespective of whether such contract, resource consent, permit, licence and approval are in the name of FCF); and
(c) as soon as practicable after the Transitional Date, providing copies of the records and books of account maintained for the Business including:
(i) CNIFP sales information;
(ii) information relating to relevant employees and independent contractors;
(iii) administration details;
(iv) information relating to the Business such as planting programmes, harvesting, forest description, stand records, maintenance and logging; and
(v) trial balances, financial statements, other accounting and stand valuation statements and records, and management and other reports, relating to or for the Business and which would otherwise have been provided by FCF to CNIFP under the terms of the Management Agreement, for the period up to the Operational Date.
16.3 The parties acknowledge and agree that to the extent that any contract, resource consent, permit, licence, consent or approval entered into by FCF as principal or as agent of CNIFP is not able to be assigned or novated to CNIFP as contemplated in clause 16.2(a) or...
