Post Closing Covenants of Seller. 8.1 Consents Nothing contained in this Agreement shall be construed as an assignment or an attempted assignment of any contract which is by law non-assignable without the consent of the other party or parties thereto, unless such consent shall be given. Notwithstanding any other Section of this Agreement, to the extent that any additional consent or approval of any third person is required after Closing (i) in order to assign any of the Assets from Seller to Buyer or (ii) by reason of the transactions provided for in this Agreement, Seller will use its best efforts to obtain such consents and approvals.
Post Closing Covenants of Seller. Seller covenants and agrees that from and after the Closing: (a) Seller does not, and shall not at any time own, directly or indirectly (actually or by applying constructive ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code of 1986, as amended (the "Code")) ten percent (10%) or more in value of the shares of the Company or unless expressly waived by the Board of Directors of the Company, a ten percent (10%) or greater interest in Buyer; and (b) Seller is not and will not be a "tax-exempt entity" (within the meaning of Section 1 68(h)(2) of the Code), and no person holding an interest in Seller is or will be a person that causes all or any portion of the Property to be treated as "tax-exempt use property" (within the meaning of Section 1 68(h)( l ) of the Code).
Post Closing Covenants of Seller. (a) Until December 31, 2011, Seller (through Wxxxx Xxxxxxxxx) shall provide to Buyer any reasonable information that the Buyer requests from Seller in order that Buyer may fulfill any of its regulatory obligations, provided, that it is acknowledged that Seller shall not be required to employ any Person after the Closing Date or engage any service professionals to fulfill these obligations after the Closing Date.
(b) Seller shall use commercially reasonable efforts to persuade its existing customers to bring their business to Buyer, provided that in no event shall Seller be liable to Buyer (i) if any such customer decides not to continue its business with Buyer or terminates its purchase order if it becomes aware that the order is not being filled by Seller or (ii) if New Balance or any customer relating to a Transferred Purchase Order decides not to consent to an assignment. It is noted that a transfer of the License Agreement may instead take the form of a termination of the License Agreement and the entering into of a new agreement between New Balance and the Buyer.
Post Closing Covenants of Seller. (a) Seller intends to make the existing computer software of the Business compatible with the computer software of Seller (the "Software Conversion"). Buyer agrees to pay Seller an amount equal to 17.5% of the aggregate costs incurred by Seller in connection with the Software Conversion. Cost breakdowns shall be provide to Buyer.
(b) Following forty-five (45) days after the Closing Date, Seller agrees that any sums of money received by Seller for services rendered by Buyer will be delivered to Buyer within twenty-one (21) days from receipt thereof (the "Seller Forwarding Period"). Payments not delivered by Seller within the Seller Forwarding Period shall begin to accrue interest at the rate of twelve percent (12%) per annum commencing on the day following the Seller Forwarding Period.
(c) Seller will use its reasonable best efforts to obtain the consent of the landlords to the assignment to Buyer of each of the Assumed Leases.
(d) Seller shall provide Buyer with a copy of the Form 8-K filed by OutSource International, Inc. ("OSI", Seller's parent) relating to the acquisition of the Business within fifteen (15) days after filing such Form 8-K with the Securities and Exchange Commission (the "SEC").
(e) Buyer shall be given reasonable and unrestricted access to operational and financial data related to the locations purchased by Buyer and located at the former Tempus offices.
Post Closing Covenants of Seller. Seller acknowledges that Buyer may, after the Closing, apply for necessary land use entitlements for Buyer’s intended use of the Property, all at Buyer’s sole cost and expense. Seller shall reasonably cooperate with Buyer in connection with all required submittals and processing of Buyer’s land use entitlements, except that Seller has no liability and no obligation to incur any out-of-pocket costs in connection with its cooperation. This Section 17 shall surviving Closing.
Post Closing Covenants of Seller. After the closing, except upon Seller's receipt of Buyer's prior written waiver, Seller will take all those actions set forth on Schedule 3.6 hereto. All costs, expenses and liabilities (of any nature whatsoever, whether accrued, absolute or contingent, whether known or unknown, whether disclosed or undisclosed, whether due or to become due and regardless of when or by whom alleged), arising from the Seller's compliance with this post-closing covenant, will be borne by the Seller as an Excluded Liability and the Buyer will be indemnified for such additional Excluded Liability pursuant to Article VIII of the Agreement.
5. Section 10.15 of the Agreement is hereby added and will read as follows:
Post Closing Covenants of Seller. Seller shall be responsible for all obligations and liabilities of Seller with respect to any employees employed at the Restaurants arising prior to the Closing Date, including, but not limited to, all such obligations of Seller for salaries, vacation and holiday pay, severance payments, bonuses, retirement benefits, welfare benefits, and other forms of compensation, benefits, or other payments or liabilities of Seller arising under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1986.
Post Closing Covenants of Seller. Seller covenants and agrees as follows:
Post Closing Covenants of Seller. (a) Seller has disclosed to Purchaser that under the Lease, Seller is obligated to Tenant complete the construction obligations set forth on Exhibit L attached hereto (the “Open Tenant Improvement Work”). Seller does not expect to be able to complete the Open Tenant Improvement Work prior to Closing but has agreed with Purchaser that, subsequent to the Closing, Seller shall complete Open Tenant Improvement Work in accordance with the all applicable governmental laws, statutes, ordinances, codes, rules and regulations and within the time and as required by the Lease. All of the Open Tenant Improvement Work shall be performed in a good and workmanlike manner and on a lien-free basis and in accordance with the terms of the Lease. Upon final completion of the Open Tenant Improvement Work, Seller shall assign to Purchaser all warranties and guaranties given or made in connection with such work, and Seller shall provide to Purchaser: (i) any certificates of final completion issued in connection with the Open Tenant Improvement Work, (ii) copies of all governmental permits or approvals (if any) issued in connection with the Open Tenant Improvement Work; (iii) either (A) a copy of a Notice of Completion filed by Seller with respect to the Open Tenant Improvement Work and evidence that the statutory period for the filing of liens has passed or (B) final lien waivers from all contractors, subcontractors and materialmen performing or providing material in connection with the Open Tenant Improvement Work; and (iv) any other information or documentation reasonably requested by Purchaser and available at no additional cost or expense to Seller to evidence the lien-free completion of construction and payment of all costs associated with the Open Tenant Improvement Work. Seller hereby reserves and retains the right and privilege, on behalf of itself, its agents, contractors and employees, of entering upon the Property from and after the Closing Date as reasonably necessary to complete the Open Tenant Improvement Work. If Seller shall default in the performance of its obligations pursuant to this Section 5.8 and such default shall continue for a period of thirty (30) days after written notice from Purchaser or Tenant to Seller (provided, however, that Seller shall not be deemed in default hereunder if Seller commences such remedy or cure within thirty (30) days after receipt of such notice, and thereafter diligently pursues to remedy or cure such default), then Purchaser m...
Post Closing Covenants of Seller. During the period from and after the Closing, Seller agrees (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consent in writing) as follows:
