Post-Closing Commitments. (a) During the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, SAM and STFC shall continue to operate out of their current Columbus, Ohio office; provided, however, that, within such two (2)-year period, LMHC shall be entitled to exercise its business judgment to make such changes to the size or location of such office as it deems necessary and appropriate, based upon business needs.
(b) During the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, SAM and STFC shall continue to utilize the “State Auto” trademarks and brand associated with the lines of property and casualty insurance and insurance products of SAM, STFC and their respective Subsidiaries as of the date hereof, either independently or in conjunction with one or more trademarks and brands of LMHC or one of its Affiliates.
(c) During the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, SAM and STFC shall substantially maintain the philanthropic and charitable contributions and activities described in Section 7.10(c) of the SAM Disclosure Letter consistent with the historical practices of SAM and STFC from December 31, 2018 through the date hereof.
(d) During the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, (i) SAM shall not redomesticate or voluntarily adopt or enter into any plan of complete or partial liquidation or dissolution and (ii) all of the issued and outstanding capital stock of Reorganized SAM shall be owned, at all times, directly or indirectly, by LMHC.
Post-Closing Commitments. As soon as is practical following the Closing, but no later than June 30, 2016 as to clause (d) and clause (e) of this Section 5.24 and notwithstanding any grace period applicable to this Section 5.24 pursuant to the provisions of Section 7.1, provide the following to the Agent:
(a) all of the Direction Letters, reflecting execution of each of such letters by the addressee thereof;
(b) to the extent not provided as of the Closing Date, certificates evidencing all Equity Interests of the relevant Borrower accompanied by a transfer power, in form acceptable to the Agent, executed in blank by the designated owner of each relevant certificate;
(c) one or more policies of title insurance, in an amount or amounts reasonably designated by the Agent, issued by Chicago Title, each covering the surface ownership of one or more tracts subject to the East LA PSA or the Sansinena PSA as to which MI acquired, on the Closing Date and after giving effect to the conveyance or conveyances by MI to Sunny Frog Oil, LLC pursuant to the Joint Acquisition Agreement, fee simple title;
(d) valid legal descriptions for all of the Oil and Gas Properties in the State of Colorado owned by any of the Borrowers; title materials in support of the ownership of such Oil and Gas Properties; and Security Documents necessary under the laws of the State of Colorado to establish a Lien in favor or for the benefit of the Agent against such Oil and Gas Properties; and
(e) a certificate of a Financial Officer or Responsible Officer of MOC, in form and substance reasonably satisfactory to the Agent, certifying that the accounts payable of the Borrowers or any of them listed on Schedule 5.24(e) have been paid in full and including supporting documentation reasonably satisfactory to the Agent.
Post-Closing Commitments. Within 90 days following the Closing Date, the Borrower shall provide the Lender with the following:
(a) evidence that the Borrower and Hikma have entered into a definitive Supply Agreement and Quality Agreement (as referenced in the Hikma LDSA), which agreements are in form and substance reasonably satisfactory to the Lender;
(b) landlord access agreements for the King of Prussia facility in form and substance reasonably satisfactory to the Lender; and
(c) evidence that the Holdings and the Borrower have entered into new [four-year] employment agreements with Xxxx Xxxxxxxx and Xxxxx Xxxxxx, which agreements are in form and substance reasonably satisfactory to the Lender.
Post-Closing Commitments. Seller shall perform the following services and activities related to the Acquired Regulatory Approvals after the Closing at no additional cost or expense to Purchaser: (a) submission of the Withdrawal Notice and other documentation required for the withdrawal of the Acquired Regulatory Approvals and termination of all PMRs and other clinical studies conducted under the Acquired Regulatory Approvals and response to FDA inquiries related thereto and (b) until the date of publication by FDA of the notice of withdrawal of the Product NDA in the Federal Register (the “Publication Date”) performance of all outstanding obligations under the Acquired Regulatory Approvals, including (i) monitoring and reporting all adverse events until all Product on the market has expired or otherwise as required by FDA; (ii) calculation and reporting of refunds or rebates for Product sold by Seller; (iii) completion and filing Physician Payments Sunshine Act reports for Product sold by Seller; (iv) preparation and filing of any annual reports required by FDA; (v) maintenance of product liability insurance; (vi) sampling and assay of samples taken (stability/extractables leachable testing); and (vii) generation of an abbreviated clinical study report (CSR) detailing the results from the PMRs (subsections (a) and (b) collectively, the “Post-Closing Commitments”). Notwithstanding the forgoing, Seller shall continue monitoring and reporting all adverse events related to Product reported to Seller until all Product on the market has expired or otherwise as required by FDA. Seller shall promptly inform Purchaser of the Publication Date. All information, data and documents generated in performing such Post-Closing Commitment shall be deemed Regulatory Documents, which Seller shall provide to Purchaser in accordance with Section 2.8.
Post-Closing Commitments. During the two-year period following the Closing Date, Nationwide Mutual agrees, to the extent permitted by applicable Law, that (i) it will not, and will cause its Subsidiaries and Affiliates not to, make major operational changes in Harleysville East to the core business functions of the property and casualty business of the Harleysville Parties set forth in Section 7.10(i) of the Nationwide Mutual Disclosure Schedule; (ii) in Harleysville East it will continue to utilize the Harleysville brand with respect to the lines of property and casualty insurance and insurance products, either independently or in conjunction with one or more brands of Nationwide Mutual or one of its Affiliates, as more particularly described in Section 7.10(ii) of the Nationwide Mutual Disclosure Schedule, (iii) it will substantially maintain or exceed the overall number of employees, as of the date hereof, at HGI’s headquarters located in Harleysville, Pennsylvania and will not cause a reduction in force to occur at the Worcester, Massachusetts, location; (iv) it will substantially maintain or improve the philanthropic and charitable contributions and activities described in Section 7.10(iv) of the Harleysville Mutual Disclosure Schedule consistent with the historical practices of Harleysville Mutual and HGI since September 30, 2010; and (v) it will (a) migrate each employee of HGI (a “Continuing Employee”) to the Benefit Plans of Nationwide Mutual or its Affiliates no later than January 1, 2013, or at such earlier time as determined by Nationwide Mutual or one of its Affiliates in its sole discretion; (b) give each Continuing Employee credit under the Benefit Plans of the Nationwide Parties or its Affiliates towards applicable deductibles, co-payments and annual out-of-pocket limits for expenses incurred under the Benefit Plans of HGI or any Subsidiary of HGI during the plan year in which the Closing Date occurs; (c) cause any pre-existing conditions or limitations, evidence of insurability, exclusions and waiting periods with respect to participation and coverage requirements under any of the Benefit Plans of the Nationwide Parties or its Affiliates to be waived with respect to Continuing Employees and their eligible dependents to the same extent such limitations are waived under any comparable plan of HGI; and (d) give each Continuing Employee service credit based upon such Continuing Employee’s service credit with HGI, Subsidiaries of HGI, Harleysville Mutual, and Harleysvil...
Post-Closing Commitments. (a) For at least three (3) years after Closing, NewCo shall maintain its headquarters in Pennsylvania.
(b) For at least three (3) years after Closing, NewCo shall use commercially reasonable efforts to maintain competitive retail energy supply business activity in the City of Allentown’s Neighborhood Improvement Zone.
Post-Closing Commitments. Within 90 days following the Closing Date, the Borrower shall provide the Lender with the following:
(a) [***];
(b) landlord access agreements for the King of Prussia facility in form and substance reasonably satisfactory to the Lender; and
(c) evidence that the Holdings and the Borrower have entered into new [four-year] employment agreements with Xxxx Xxxxxxxx and Xxxxx Xxxxxx, which agreements are in form and substance reasonably satisfactory to the Lender.
Post-Closing Commitments
