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.
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 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, upon the reasonable request of Buyer at any time and from time to time after the Closing, Seller will forthwith execute and deliver, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and do all things necessary or proper, as Buyer or its counsel may reasonably request, in order to vest, perfect or confirm, of record or otherwise, the right, title and interest of Buyer, its successors and assigns, in and to the Purchased Assets or otherwise to carry out the purposes of this Agreement.
Post Closing Covenants of Seller. 10 Section 4.5. Post-Closing Covenants of Buyer. 10 Section 4.6. Further Assurances. 10 Section 4.7. Injunctive Relief. 11 Section 4.8. Non-Solicitation. 11 Section 4.9. Marketing and Promotional Services. 11 Section 4.10. Reserved. 11 Section 4.11. Use of Assets after Closing. 11 Section 4.12. Opportunity to Cure. 11 Section 4.13. Supplements to Schedules. 12 Section 4.14. Access. 12
Post Closing Covenants of Seller. Article 3 of the Agreement is hereby amended to add the following text as new Section 3.5:
Post Closing Covenants of Seller. (a) During the period beginning on the Closing Date and ending on January 31, 2019, Seller shall cause the Purchaser and Transferred Employees to have the right to occupy for business purposes the office leased by Seller at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, Xxxxxx, and Purchaser shall pay at or prior to Closing to Penguin Investments Ltd. (“Penguin”), $15,064.70, representing the final lease payment for such premises, as set forth in the Letter dated December 14, 2018 from Penguin to VCCS (the lease of such premises and the $15,064.70 payable is an Assumed Liability as set forth in Schedule 2.2(a)). For avoidance of doubt and clarity purposes, at the Closing Purchaser shall assume the lease as of February 28, 2018 by and between VCCS and B.U.K. Investments, Ltd., as landlord, as amended and/or modified for the premises located at 0000 Xxxxx Xxxxxx Xxx, Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, Xxxxxx, dated February 28, 2018 (which lease is an Assumed Liability pursuant to Schedule 2.2(a).
Post Closing Covenants of Seller. Seller covenants and agrees with Purchaser that, at all times from and after the Closing Date, for the period specified herein or, if no period is specified herein, indefinitely, Seller will comply with all covenants and provisions of this Article V, except to the extent Purchaser may otherwise consent in writing
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.
