Common use of POST-CLOSING AGREEMENTS/FURTHER ASSURANCES Clause in Contracts

POST-CLOSING AGREEMENTS/FURTHER ASSURANCES. 9.1 As of the Closing, Buyer may not have all required licenses, permits and other governmental or vendor authorizations necessary for it to take title to all of the Purchased Assets and to hereafter operate all aspects of the Business. Seller agrees to cooperate with Buyer in timely obtaining such licenses, permits and other governmental and vendor authorizations, and further agrees that Buyer may operate the Business under the authority of any of Seller's licenses, permits or other governmental authorizations of the type that Buyer has not yet obtained, PROVIDED, that such operation does not violate applicable laws or regulations, and that Buyer and New Horizons, jointly and severally, indemnify and hold Seller harmless against any and all costs, liability, loss, damage or deficiency resulting from Seller's good faith performance of these obligations.

Appears in 3 contracts

Samples: Asset Purchase Agreement (New Horizons Worldwide Inc), Asset Purchase Agreement (New Horizons Worldwide Inc), Asset Purchase Agreement (New Horizons Worldwide Inc)

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POST-CLOSING AGREEMENTS/FURTHER ASSURANCES. 9.1 As of the Closing, Buyer may not have all required licenses, permits and other governmental or vendor authorizations necessary for it to take title to all of the Purchased Assets and to hereafter operate all aspects of the Business. Seller agrees to cooperate with Buyer in timely obtaining such licenses, permits and other governmental and vendor authorizations, and further agrees that Buyer may operate the Business under the authority of any of Seller's licenses, permits or other governmental authorizations of the type that Buyer has not yet obtained, PROVIDED, that such operation does not violate applicable laws Laws or regulations, and that Buyer and New Horizons, jointly and severally, indemnify and hold Seller harmless against any and all costs, liability, loss, damage or deficiency resulting from Seller's good faith performance of these obligations.

Appears in 1 contract

Samples: Asset Purchase Agreement (New Horizons Worldwide Inc)

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POST-CLOSING AGREEMENTS/FURTHER ASSURANCES. 9.1 As of the Closing, Buyer may not have all required licenses, permits and other governmental or vendor authorizations necessary for it to take title to all of the Purchased Assets and to hereafter operate all aspects of the Business. Seller agrees to cooperate with Buyer in timely obtaining such licenses, permits and other governmental and vendor authorizations, and further agrees that Buyer may operate the Business under the authority of any of Seller's licenses, permits or other governmental authorizations of the type that Buyer has not yet obtained, PROVIDED, that such operation does not violate applicable laws or regulations, and that Buyer and New HorizonsNHCLC, jointly and severally, indemnify and hold Seller harmless against any and all costs, liability, loss, damage or deficiency resulting from Seller's good faith performance of these obligations. Buyer warrants and agrees that all operations shall be in compliance with all applicable laws, regulations and ordinances.

Appears in 1 contract

Samples: Asset Purchase Agreement (New Horizons Worldwide Inc)

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