Post-Closing Actions of Buyer. Notwithstanding anything to the contrary contained in this Agreement, Buyer will not be entitled to indemnification with respect to any Damages (1) associated with post-Closing periods, including Damages resulting from changes in the business model of any member of the Company Group, whether made as a result of the Retained Claims or not, or (2) associated with Buyer’s fees and expenses in its participation in the Retained Claims. During the Settlement Period and after the Closing Date, Buyer shall not engage in any conduct that interferes with, impairs, or prejudices Parent’s and Seller’s negotiation, implementation, management or administration of the Settlement.
Post-Closing Actions of Buyer. At the time of Buyer’s payment of the Second Tranche Payment, the Parties shall consummate the following transactions:
