Post-Closing Conduct. After the Closing, except as required under applicable Law, Buyer Parent shall not, and shall not cause or permit any of its Subsidiaries (including, after Closing, any member of the Transferred Group) to (i) make, change or revoke any Tax election with respect to the Acquired Assets or any member of the Transferred Group that has any retroactive effect in the portion of any Pre-Closing Tax Period ending on or prior to the Closing, (ii) grant an extension of any applicable statute of limitations that relates to Taxes with respect to the Acquired Assets that relates to a Pre-Closing Tax Period, (iii) amend or cause to be amended any Tax Return of any member of the Transferred Group that relates to a Pre-Closing Tax Period, (iv) take any action on the Closing Date after the Closing that is outside the Ordinary Course of Business of any member of the Transferred Group, or (v) fail to comply with the terms and conditions of the Puerto Rico Grant, in each case that would reasonably be expected to materially increase the Liability of Sellers for Taxes (including by decreasing the amount of any credits or deductions otherwise available to Sellers), without the prior written consent of the Seller Parent, such consent not to be unreasonably withheld.
Post-Closing Conduct. Except for the Restructuring which will be consummated as provided in the Restructuring agreement and disclosed in Michael's public filings, Michxxx xxx Acquisition agree that they will not take or cause to be taken any action or actions which will disqualify the Papetti's Hygrade Reorganization as a reorganization within the meaning of Section 368(a) of the Code.
Post-Closing Conduct. After the Closing, except as required under applicable Law, Buyer shall not, and shall not cause or permit any of its Affiliates to (a) make, change or revoke any Tax election with respect to the Acquired Assets or the Business that has any retroactive material effect for a Pre-Closing Tax Period, or (b) grant an extension of any applicable statute of limitations that relates to Taxes with respect to the Acquired Assets or the Business that relates to a Pre-Closing Tax Period, without the prior written consent of Seller Parent, such consent not to be unreasonably withheld, conditioned or delayed.
Post-Closing Conduct. (a) USEC and the USEC Companies acknowledge that certain obligations are imposed upon USEC and the USEC Companies under the Privatization Legislation. USEC and the USEC Companies shall abide by and comply with the Privatization Legislation, including without limitation, Section 3111(b) of the Privatization Act.
Post-Closing Conduct. From and after the Effective Time and prior to the earlier of (x) December 31, 2005 and (y) the Mandatory Conversion Date (as defined in the Certificate of Designation), Seller shall not, by acting through the Purchaser’s Board of Directors or otherwise, cause the Purchaser to: (i) declare any dividends or distributions on any capital stock of the Purchaser prior to Mxxxx 00, 0000, (xx) cause any default or breach under the terms of the Certificate of Designation; (iii) cause the liquidation (voluntary or otherwise), dissolution or winding up of the Purchaser; (iv) enter into any consolidation, merger, combination or other similar transaction in which issued and outstanding shares of Purchaser Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property; or (v) otherwise alter or change in any material respect the powers, preferences or special rights of the Merger Preferred Shares.
Post-Closing Conduct. MFC agrees that, consistent with its fiduciary -------------------- duties to its stockholders, regulatory obligations and its overall profitability and business objectives, it will support the operations and development of Acquisition Co. after the Closing Date consistent with a business plan and operating budget developed by MFC, the Key Employees and Triumph prior to the Closing Date. MFC's support will include: (i) seeking to minimize expenses at Acquisition Co. by providing Acquisition Co. with access to MFC's third party service providers and (ii) providing capital to Acquisition Co. MFC further agrees that any intercompany charges allocated to Acquisition Co. will relate only to services actually provided. In addition, MFC agrees that the Key Employees shall have the authority to sell up to 50% of the unguaranteed portion of the loans on BLI's books on the Closing Date or originated by Acquisition Co. at any time, on commercially reasonable terms, after the Closing Date and until the third anniversary of the Determination Date. The Key Employees agree that any sales in excess of such 50% threshold, or any sales made at less than 100% of the principal amount thereof, shall require the prior approval of MFC.
Post-Closing Conduct. (a) The parties acknowledge and agree that (i) following the Closing, except as otherwise set forth in Section 6.20(b) below, Parent and the Surviving Entity shall have the right to operate the business of the Surviving Entity as they see fit and neither shall have any obligation or duty (fiduciary or otherwise) to protect or maximize the Earn-Out Merger Consideration and (ii) the Earn-Out Merger Consideration is contingent on the performance of the Surviving Entity and there is no guaranteed minimum Earn-Out Merger Consideration under this Agreement. Parent makes no representation and expresses no opinion as to the value of the Earn-Out Merger Consideration, if any.
Post-Closing Conduct. During the period of 24 (twenty-four) months after the Closing Date, upon reasonable request from the Purchaser, the Sellers shall provide their assistance and knowledge for the matters related to the Company such as Taxes, accounting, insurance, operation.
Post-Closing Conduct. Following the Closing, Purchaser shall cause Dream and CHP to adhere to the terms of the Rights Agreements, License Agreements, Leases, Guild Agreements, or other Material Contracts to which they may be bound.
