Post-Closing Covenants and Agreements Sample Clauses
Post-Closing Covenants and Agreements. Buyer and Seller covenant and agree from and after the Closing Date to perform or take the following actions:
Post-Closing Covenants and Agreements. Each of the parties hereto agrees as follows with respect to the period after the Closing Date:
Post-Closing Covenants and Agreements. While the Note is outstanding, the Company will not, without the prior written consent of Purchaser:
(a) from and after the Closing Date, have or incur, or permit any of its Subsidiaries to have or incur any Indebtedness, other than the indebtedness represented by the Note, in excess of (x) $100,000 in the aggregate with respect to Indebtedness which is recourse to the Company, OSR Holding or their respective assets, and (y) $200,000 in the aggregate with respect to other subsidiary indebtedness which is not recourse to the Company, OSR Holding or any of their respective assets; provided that the Company and OSR Holding may incur Indebtedness for money borrowed under an accounts receivable financing facility provided by a commercial lender (a “Credit Facility Lender”), and the Purchaser will release its lien and security interest with respect to all accounts receivable and terminate Section 14 of this Agreement to facilitate such accounts receivable financing, provided that at least $750,000 of the principal amount of the Note has been or is repaid no later than upon such release of collateral, and the proceeds of the credit facility are required to be applied and are in fact applied during the remaining term of the Note to reduce any remaining Note principal balance, whereupon the dollar limits on other indebtedness set forth above in clauses (x) and (y) shall be $200,000 and $400,000, respectively;
(b) from and after the Closing Date, make, or permit any Subsidiary to make, any payments (whether on payment of pre-existing indebtedness or otherwise) or distributions to, or engage in any transactions with, officers, principal or former principal shareholders or other insiders of the Company or of any Subsidiary or with officers or other insiders of any Subsidiary (other than salary payments consistent with the past practices of the Company), regardless of whether any such payments, distributions or transactions are described in or contemplated by the SEC Reports or other Disclosure Materials;
(c) from and after the Closing Date, pledge, or permit any Subsidiary to pledge, a material portion (in the aggregate) of the assets of the Company or any of the Subsidiaries as collateral to any other third party, other than pledging of accounts receivable of OSR Holding in favor of a Credit Facility Lender on the terms described in Section 6.2(b);
(d) issue any equity, debt or other securities, or permit any Subsidiary to issue any equity, debt or other securities, ...
Post-Closing Covenants and Agreements. (a) OHSP will treat and report UTLP's Code Section 704(c) book/tax difference with respect to UTLP's interest in OHSP (taking into account the remedial allocation under Section 4.02(b)(ii)) as equal to approximately $191,400,000 as of the Effective Time (the "237 Book/Tax Amount").
(b) From the Closing Date to the earlier of (x) the exercise by FW Strategic of the right set forth in Section 4.02(c) hereof, and the receipt by JMB/NYC, in accordance with Section 4.02(e), of all amounts to be received under Section 4.02(c), and (y) the exercise by JMB/NYC of the right set forth in the proviso of Section 4.02(d)(ii) hereof, and the receipt by JMB/NYC, in accordance with Section 4.02(e), of all amounts to be received under Section 4.02(d)(ii):
(i) Maintenance and Allocation of Indebtedness. OHSP shall, or shall cause the 237 Park Entities to, (A) maintain outstanding New 237 Park Indebtedness in a principal amount equal at least to $200 million which indebtedness shall qualify as qualified non-recourse financing (within the meaning of section 465(b)(6)(B) of the Code); (B) report a portion of the New 237 Park Indebtedness in a principal amount equal to not less than the 237 Book/Tax Amount (as reduced each year by the amount allocated to UTLP under the "remedial method" pursuant to clause (ii) of this Section 4.02(b)) as being allocated to UTLP for U.S. federal income tax purposes; (C) file all U.S. federal and state income tax returns in a manner consistent with such allocation of the New 237 Park Indebtedness; (D) report all of the liabilities allocated to UTLP as qualified non- recourse financing (within the meaning of section 465(b)(6)(B) of the Code); and (E) in preparing any income tax return, not make any statement or file any attachment that indicates that there is more than one activity with respect to the 237 Park Entities for purposes of section 465 of the Code.
Post-Closing Covenants and Agreements. (a) From and after the Initial Closing Date and while any of the Notes are outstanding, the Company shall not, without the prior written consent of Purchaser:
(i) have or incur, or permit any of its Subsidiaries to have or incur any additional Indebtedness, other than (a) the Indebtedness represented by the Notes, (b) Indebtedness disclosed on Schedule 4.29, (c) from and after the Initial Closing, (x) Indebtedness secured by subordinated liens for money borrowed by the Company or the Subsidiaries (other than unsecured loans issued by the government of Israel to the Company or the Subsidiaries) of not more than $6,500,000 (the “Sub Debt Limit”), and (y) guarantees which do not exceed the sum of (I) $2,500,000 plus (II) an amount equal to the Sub Debt Limit less the aggregate principal amount of all Indebtedness (other than unsecured loans issued by the government of Israel to the Company or the Subsidiaries) secured by subordinated liens for money borrowed by the Company or the Subsidiaries outstanding at any time, (d) unsecured loans issued by the government of Israel to the Company or the Subsidiaries of not more than $1,000,000 that are subordinate to the Company’s obligations under the Notes, provided, however, that the aggregate additional Indebtedness that the Company and its Subsidiaries are permitted to incur in accordance with the foregoing clauses (a), (b), (c) and (d) shall be increased by an amount equal to 50% of the amount of principal repaid on the Notes in excess of (x) $3 million less (y) all amounts previously paid to repay the principal amount of the Notes, and (e) each Subsidiary in which the Company owns, directly or indirectly, less than 80% of the outstanding capital stock can incur additional Indebtedness in an amount up to 50% of all dividends or other distributions that are paid, directly or indirectly, by such Subsidiary to the Company and which dividends or other distributions are applied by the Company to repay the principal amount of the Notes.
(ii) make, or permit any of its Subsidiaries to make, any dividends or distributions of cash, securities or other assets, with respect to its shares of capital stock;
(iii) issue, or permit any of its Subsidiaries to issue, variable-priced or reset-priced securities other than securities having customary anti-dilution adjustment provisions no more favorable to the holder than those in the Warrants;
(iv) issue, or permit any of its Subsidiaries to issue any shares of Common Stock or other...
Post-Closing Covenants and Agreements. The parties agree as follows with respect to the period following the Closing.
Post-Closing Covenants and Agreements. Buyer and Seller covenant and agree from and after the Initial Closing Date to perform or take the following actions:
(a) RESERVE FOR CONVERSION SHARES AND WARRANT SHARES. Subject to Section 6.2(c) hereof, Seller shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock for the purpose of issuing Common Stock upon the conversion in full of any of the Notes and exercise in full of the Warrants. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to satisfy the conversion in full of the Notes and exercise of the Initial Warrant and Additional Warrants, if any, Seller shall, subject to Section 6.2(c), forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.
Post-Closing Covenants and Agreements. Section 5.2.1 List of Names of Current Corporate Office Employees Section 5.2.2 Fiduciary Liability Coverage Summary
Post-Closing Covenants and Agreements. The Company hereby covenants and agrees, that on the Closing Date and thereafter for so long as this Agreement is in effect and until the payment in full of all principal and interest under the Note together with all other Obligations under the Loan Documents:
Post-Closing Covenants and Agreements. (a) From and after the Closing Date, the Sellers shall, at all reasonable times, make available without cost, for inspection and/or copying for reasonable business purposes by the Buyer or any of the Companies or Company Subsidiaries, or their representatives, any books and records of the Frontier LEC Business, whether in electronic or physical form, that are not in the possession of the Companies and Company Subsidiaries after the Closing. Any such books and records shall be preserved by the Sellers for so long as the Buyer or any Company or Company Subsidiary shall be obligated by Law to maintain the same. After the period set forth above, upon not less than 30 days written notice to the Buyer specifying in reasonable detail the books and records that neither Seller proposes to destroy, such Seller may destroy the books and records in its possession unless, before expiration of such notice period, the Buyer or any of the Companies or Company Subsidiaries objects in writing to the destruction of any or all of such books and records, in which case such books and records shall be delivered to the objecting Person at the expense of the objecting Person.
(b) From and after the Closing Date, the Buyer shall, and shall cause the Companies and Company Subsidiaries to:
(i) At all reasonable times, make available without cost, for inspection and/or copying for reasonable business purposes by the Sellers or their representatives, the books and records of the Companies and Company Subsidiaries, whether in electronic or physical form. Such books and records shall be preserved by the Buyer or the Companies and Company Subsidiaries until the later of the closing by tax audit of, or the expiration of the relevant statute of limitations (including any waiver thereof) with respect to, all open tax periods of the Sellers prior to and including the Closing Date. After the period set forth above, upon not less than 30 days written notice to the Sellers specifying in reasonable detail the books and records that the Buyer or any Company or Company Subsidiary proposes to destroy, the Buyer or such Company or Company Subsidiary may destroy the books and records in their possession unless, before expiration of such notice period, a Seller objects in writing to the destruction of any or all of such books and records, in which case such books and records shall be delivered to the objecting Person at the expense of the objecting Person. Notwithstanding the foregoing, the Buyer and t...