Post-Closing Buyers’ Covenants Sample Clauses

Post-Closing Buyers’ Covenants. (1) Buyers covenant to Sellers that following Closing and for a period of two (2) years or until full payment of the Second Year Contingent Payment, whichever the later, Buyers will cause the Companies to offer (or continue to offer) employment, under the same existent conditions, except for dismissal for justified cause under applicable law. (2) Buyers agree and undertake that as from the Closing Date and until the Second Year Contingent Payment is paid: (i) Buyers will not modify or amend the Companies’ current business accounting, unless required by law or as necessary to permit Buyers’ year-end and quarters consolidation of accountings, (ii) Buyers shall deliver to the Shareholders quarterly financial statements of the Companies within 30 calendar days counted as from March 31, June 30, September 30 and December 31 of each year (to the extent any such statement covers all or a portion of a period used for calculations of the Additional Price), and any other budgets, business plans and other accounting and financial information that Shareholders may reasonably require to control the proper calculation of the Additional Price, and (iii) Buyers shall cause the Companies to appoint Deloitte & Co S.R.L (or its affiliates in other jurisdictions for Companies not in Argentina and LGT Public Accountants for Gainvest BVI) to perform an audit of the annual financial statements of each Company at the end of each fiscal year (to the extent any such statement covers all or a portion of a period used for calculations of the Additional Price). Buyers will be entitled to appoint a different auditing firm with the consent of the Shareholders, consent not to be unreasonably withheld as long as the firm is a reputable auditing firm. (3) Buyers further covenant and agree that will be liable for the payment in full of the Additional Price. (4) Until the Second Year Contingent Payment is paid in full to Sellers, Buyers covenant and agree not to pledge or in any other way constitute or permit the existence of any Lien, encumbrance, own or third-party right or privilege, on the Companies’ assets, except with the express written consent of the Sellers, which consent shall not be unreasonably withheld or delayed. (5) Buyers covenant and agree that no later than 7 (seven) calendar days after the Closing, the resolutions adopted at the shareholders’ meeting of Gainvest FCI mentioned in Section 9.01(viii) shall be filed with the General Inspection of Corporations, the Buenos Aires...

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Post-Closing Buyers’ Covenants. Article 7.1 (Notification) If Buyer becomes aware of (i) any breach or threatened breach of any of Buyer’s representations and warranties set forth in Section 3.2, or (ii) any breach or threatened breach by Buyer of any of its obligations under the Agreement, Buyer shall promptly notify Sellers in writing of its knowledge thereof and of the basis for such knowledge, and shall use its best efforts, after consultation in good faith with Sellers, to reasonably resolve such breach or threatened breach. However, even in the event of such notice and consultation, the Buyer shall not be released from liability based on a breach of its own obligations or representations and warranties.

Related to Post-Closing Buyers’ Covenants

Buyer’s Covenants Buyer hereby covenants as follows:
Purchaser’s Covenants THE PURCHASERS DO AND EACH OF THEM DOTH HEREBY COVENANT WITH THE VENDORS AND THE BUILDER as follows:
Seller’s Covenants Section 4.01. Covenants of the Seller.........................................................15 ARTICLE V SERVICING Section 5.01. Servicing.......................................................................16
Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):
Buyer’s Closing Obligations At the Closing, Buyer shall:
PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.
Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:
Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:
Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.
Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions: