Post Closing Covenants of Buyer. (a) Buyer covenants and agrees that, following the Closing, unless otherwise expressly consented to in writing by Seller or as expressly permitted by this Agreement, (i) it shall carry on its business only in the ordinary course of business; (ii) it shall use commercially reasonable efforts to preserve intact its business, assets and properties and maintain its rights and franchises with respect to its business; (iii) it shall use its commercially reasonable efforts to market and sell products incorporating the Assets and to license or otherwise exploit the Assets, all in a manner consistent with good business practices and standards; (iv) it shall follow the business plan described in Section 1.6 hereto and (v) it shall fulfill all obligations under the Financing Arrangement (as defined in the Share Purchase Agreement).
(b) Buyer covenants and agrees that, following the Closing, unless otherwise expressly consented to in writing by Seller, it shall not assign, sublicense or otherwise transfer (including by way of merger, consolidation or other reorganization), in whole or in part, any of the Assets or its rights therein to any Person.
Post Closing Covenants of Buyer. (a) Buyer shall comply in all respects with HIPAA and the HIPAA Regulations, including without limitation the privacy and security obligations thereunder, with respect to the Pharmacy Records.
(b) For a period of thirty (30) days after the Closing Date, upon reasonable advance notice and during reasonable hours, Buyer will permit Seller’s employees, agents and Person’s otherwise acting within the scope of Seller’s authority to have reasonable access to the Supermarkets for the purpose of removing or selling Excluded Assets that have not been removed prior to the Closing.
Post Closing Covenants of Buyer. 8.1 Until Buyer sells or abandons or discontinues service over the Premises or any portion thereof:
(a) Buyer agrees to provide rail service on reasonable request over the Premises between Mitchell, South Dakota and Kadoka, South Dakota, so long as Buyer owns the Premises and possesses operating authority to provide rail service over the portion of the Premises between Xxxxxxxx and Kadoka.
(b) Buyer agrees to reduce the rail rates for current customers located along the Premises between Mitchell and Kadoka which are in effect on the Closing Date by $25.00 per loaded rail car.
(c) For a period of twenty (20) years after the Closing (the “Reporting Term”), Buyer will maintain any sections of the Premises upgraded by state or federal funding to Federal Railroad Administration (“FRA”) Class II standards, subject only to normal wear and tear. On sections of the Premises between Mitchell, South Dakota and Kadoka, South Dakota not so upgraded, the Buyer shall keep such portion of the Premises in a condition necessary to ensure safe rail operations, including, but not limited to, tie, rail, culvert and bridge repairs, tamping and lining, surfacing, tightening bolts, driving spikes, snow removal, brush cutting, and weed control, and other necessary repairs and work.
(d) In addition to its obligations under Section 8.1(a), (b) and (c), Buyer will expend or cause to be expended on its behalf no less than $2,140,000 annually ( $6,420,000 in total) during the first three full state fiscal years immediately following the Closing Date (the “Purchase Commitment Term”) to maintain and improve the track structure of the Premises between Xxxxxxxx and Kadoka. For the seven fiscal years immediately following the Purchase Commitment Term (the “Funding Commitment Term”), Buyer will expend or cause to be expended on its behalf no less than $2,000,000 annually for track maintenance and related capital expenditures (in the aggregate) on the Premises; provided, however, that any excess expenditures, during any year during the Funding Commitment Term, above that year’s required minimum expenditure shall serve as a credit against any subsequent year’s required expenditure.
(e) In any year during the Funding Commitment Term in which Buyer does not expend or cause to be expended on its behalf at least $2,000,000 for track maintenance or capital expenditures (including credits from prior years) as required under Section 8.1(d) (a “Shortfall Year”), Buyer will refund to each customer that...
Post Closing Covenants of Buyer. Buyer covenants and agrees with Seller that from and after the date of this Agreement, except to the extent contemplated by this Agreement or otherwise consented to in writing by Seller:
(a) Buyer shall operate its business in the same manner as presently conducted and only in the ordinary and usual course and consistent with past practice, and will use all reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. Buyer shall use all reasonable efforts, consistent with its past practices, to promote its business and shall not take or omit to take any action which causes, or which is likely to cause, any deterioration of their present business or relationships with suppliers or customers.
(b) Buyer will maintain all of its properties and assets, tangible or intangible, in substantially the same condition and repair as such properties and assets are maintained as of the date hereof, ordinary wear and tear excepted, and shall take all reasonable steps necessary to maintain and protect its intangible assets. Buyer shall not sell, lease or otherwise dispose of any of its Assets except in the ordinary course of business consistent with past practice.
(c) For a period of six (6) months following the Closing Date, Buyer shall not terminate any of the employees of the Purchased Offices without the prior written consent of Seller, which consent shall not be unreasonably withheld.
(d) Buyer shall keep its properties and business insured to the same extent as insured on the date hereof.
(e) Buyer will use its best efforts to obtain, within thirty (30) days after the Closing Date, non-competition agreements, in form and substance reasonably acceptable to Seller, from the employees of the Purchased Offices pursuant to which they shall agree not to compete with Seller in Pulaski, Faulkner, Lonoke and Saline Counties in the State of Arkansas for a period of one (1) year following cessation of their employment with Buyer.
(f) Buyer will maintain its books, accounts and records in accordance with good business practice and generally accepted accounting principles consistently applied.
(g) Buyer shall not take any action that would cause its representations and warranties set forth herein not to be true and correct at and as of the Closing Date as if made at and as of such time.
(h) Buyer will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and del...
Post Closing Covenants of Buyer. (i) Unless the Buyer has caused the Company to purchase the Teewinot Assets directly from CMB, promptly after the Closing, Buyer will cause the Teewinot Assets to be transferred to the Company;
(ii) At such time as the Company shall intend to offer lots for sale, CMB shall have the option to purchase from the Company a lot of her choice among those to be offered to the general public at fair market value prior to any such offering to the general public.
Post Closing Covenants of Buyer. After the Closing Date, and for no less than 30 months thereafter, Buyer must ensure, unless the Queens consent otherwise in writing, that Health Watch will observe each of the following:
Post Closing Covenants of Buyer. Buyer covenants and agrees:
(a) that it shall, with reasonable commercial diligence and dispatch, explore all geological zones and formations in which Buyer at any time has an interest below the surface of the Lands and, as warranted, develop and place the same into production with a view toward maximizing recovery of Hydrocarbons therefrom; and
(b) that it shall, on an annual basis, provide Seller with a capital budget, which shall include an approximate description of its proposed field activities for the following year, including estimated expenditures.
Post Closing Covenants of Buyer. Subject to Section 14.27, following the Closing:
Post Closing Covenants of Buyer. Buyer hereby covenants and agrees with the Shareholders as follows:
Post Closing Covenants of Buyer. SELLER AND THE SHAREHOLDERS ------------------------------------------------------------ Buyer, Seller and/or each of the Shareholders, as the context may require, hereby covenants and agrees as follows:
