Post Closing Covenants of the Buyer Sample Clauses

Post Closing Covenants of the Buyer. Following the Closing on the Effective Date, the Buyer covenants that so long as any amount remains owing under the Promissory Notes referenced in Paragraph I.B(ii) payable to Xxxxxx X. Xxxxx and Xxxxx X. Xxxxxxxx, copies of which are attached as Exhibits "B-1" and "C-1", respectively, the Buyer will cause the Company to comply with the following:
Sample 1
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Post Closing Covenants of the Buyer. 9.4.1 The Buyer undertakes to procure that, at all times between the Closing Date and 31 December 2014 (the “Earn-Out Period”), the Business shall be properly conducted in its normal and ordinary course, consistently with past practice substantially as it is currently conducted and in line with the 2014 Budget, without entering into any agreement, or incurring any obligation, liability or indebtedness or taking any other action which may exceed the normal and ordinary course of business. In particular, the Buyer shall, and shall cause the Company to: (a) maintain the same key management team employed in the Business (either by the Company or by the Buyer as holding company) at the Closing Date (namely, the CEO, Xxx. Xxxxxxxxx Xxxxx as CFO and Xx. Xxxxxx Xxxxxxx as CMO), allowing the same to conduct the Business substantially as conducted at the date hereof, unless they voluntarily leave the Company or are dismissed for good cause (“giusta causa”) or subjective justified reason (“giustificato motive soggettivo”); (b) refrain from carrying out extraordinary transactions (including, by way of example, mergers, transfers or contributions of assets, going concerns) or intra-group transactions; and (c) refrain from entering into any operating lease not included in the 2014 Budget, unless the Buyer is able to demonstrate to the Sellers’ Representative that (i) such new operating leases, in addition to those indicated in the 2014 Budget, are necessary to achieve the output required to satisfy a higher than forecasted demand for the products of the Company in 2014 and (ii) there would be no reasonable alternative for the Company to such operating lease to satisfy such higher demand. For the sake of clarity it is understood that should the Buyer fail to demonstrate the above, the relevant cost of the new operating lease shall not be included in the determination of the Reported 2014 EBITDA; (d) refrain from making marketing expenses materially in excess of the total amount in the 2014 Budget, unless previously agreed upon in writing with the Sellers’ Representative, it being understood that, absent such agreement, any cost in excess shall not be included in the determination of the Reported 2014 EBITDA; (e) act consistently with the normal business practices of the Company, as currently conducted, in relation to shipping policies and prices during the months of December 2014 and January 2015 and refrain from adopting any commercial policy or promotion aimed at shift...
Sample 1
Post Closing Covenants of the Buyer. As soon as practicable after the Closing, the Buyer will contribute an amount equal to at least 40,000,000 Renminbi (approximately US$6,000,000) to the capital of the Company in exchange for the issuance of additional shares of the Company to the Buyer.
Sample 1
Post Closing Covenants of the Buyer. (a) After the Closing Date, upon Seller’s reasonable request, Buyer shall cause the Company and its representatives and counsel to cooperate with Seller and its representatives and counsel for purposes of permitting Seller to address and respond to any matters that arise as a result of or otherwise related to Seller’s prior ownership of the Company, whether or not related to this Agreement, including any assets, liabilities or other matters related to the Company that are retained by Seller and any claims made by or against Seller, whether involving any Public Authority or third party. Such cooperation shall include (i) assisting Seller in connection with any actions, including preparation for any actions such as discovery, depositions and similar activities, and (ii) providing Seller with financial information and supporting documentation relating to the Company, reasonably requested by Seller to prepare consolidated financial statements covering the period prior to Closing. Buyer’s obligations under this Section 6(a) are in addition to Buyer’s other obligations to cooperate with Seller contained in this Agreement. (b) The Buyer agrees to hold all of the books and records of the Company existing on the Closing Date and not to destroy or dispose of any thereof for the period required by applicable law. (c) The Buyer hereby agrees that, starting from the Closing Date, it shall cause the Company to cease any direct or indirect use (whether such use is formalized in writing or not) of the names, trademarks or logos of the TI Companies, as well as any reference thereto. However it will not constitute a violation of this clause the use of such names, trademarks or logos for a 30 (thirty) day period following the Closing Date if such use cannot be stopped at the Closing Date with the reasonable efforts of the Buyer. (d) The Buyer, based on its strategic and industrial plans, undertakes that the Company, becoming part of its organization, will be provided with the resources and expertise necessary to prosper as a key development and competence centre in the speech technologies solutions, also by strengthening — to the extent possible — the collaboration with the research &technology pole of the Italian academic institution and, in particular, with the Politecnico of Turin. The Buyer, therefore, does not anticipate any reduction of the overall level of the Company’s activity, changes of overall market conditions or the Company’s operational state and undertakes, (...
Sample 1
Post Closing Covenants of the Buyer. (a) The Buyer hereby covenants and agrees with the Sellers and the Transferred Companies that, during the period commencing on the Closing Date and ending on the date that is three years from the Closing, it shall not take any actions to cancel, terminate, supplement, amend or let lapse the directors and officers insurance policy (policy number 15010937, underwritten by Creechurch International Underwriters Ltd.) without the prior written consent of the Sellers’ Representative, such policy having been fully pre-paid by the Company prior to the Closing. (b) The Buyer hereby covenants and agrees with the Sellers and the Transferred Companies that, upon Closing, the Company shall cause all 2010 Employee Bonuses to be fully accrued as if fully earned to December 31, 2010 and treated as Current Liabilities of the Company for purposes of calculating Working Capital (and the related amounts set aside for payment of such 2010 Employee Bonuses as a Current Asset), and shall cause the applicable Transferred Company to pay to each Employee employed by such Transferred Company as at the Closing Date such Employee’s 2010 Employee Bonus in full and without deductions (other than applicable statutory deductions) on March 30, 2011; provided, however that such Employee remains employed by the Company on such date, except as set forth in Schedule F. Within 10 Business Days after March 30, 2011, the Buyer shall provide a report to the Sellers’ Representative regarding all payments made in respect of 2010 Employee Bonuses. (c) Immediately following the Closing, the Company shall send to all Option Holders a written communication under the Option Plan, pursuant to which each Option Holder will be notified that (i) his or her unvested options will be cancelled for a cash payment equal to the Fully Diluted Per-Share Price, multiplied by the number of shares issuable upon the exercise of such options, less the aggregate exercise price of such options, if a positive number, and discounted to reflect the time remaining until such options would have vested, and (ii) in respect of their vested options, the Option Holder shall be entitled to elect to require the Company to (A) cancel all (but not less than all) of his or her options awarded under the Option Plan for an amount in cash equal to (x) the Fully Diluted Per-Share Price, multiplied by the number of shares issuable upon the exercise of such options, less (y) the aggregate exercise price of such options, plus (z) his or her pr...
Sample 1
Post Closing Covenants of the Buyer. The Buyer hereby covenants and agrees with the Seller as follows:
Sample 1
Post Closing Covenants of the Buyer. (i) The Target's Key Employee will be treated fairly relative to the Buyer's other executives at the comparable level of employment with respect to salaries, benefits and stock options. (ii) Upon Closing, the Buyer's board of directors shall appoint Dxxxx Xxxxxx to the Buyer's board of directors. (iii) The Buyer shall not merge or liquidate or dispose of the Target during the first 12 months after the Closing. (iv) Buyer shall not change the board of directors of the Target, as it existed immediately prior to the Closing Date during the first 12 months after the Closing without the prior written consent of the Target Stockholders. (v) Buyer shall not effect a reverse split of Buyer's Shares for the first 12 months after Closing.
Sample 1
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Post Closing Covenants of the Buyer 
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Related to Post Closing Covenants of the Buyer

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Post-Closing Covenant The Borrower shall (1) deliver each of the documents and other items, and perform each of the actions, listed on Schedule 4.03 hereto, in each case no later than the corresponding latest date specified thereon for each such delivery or other action (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), and (2) no later than 90 days following the Closing Date (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), furnish to the Administrative Agent: (a) evidence that mortgage amendments, supplements and restatements in form and substance reasonably satisfactory to the Collateral Agent (the “Mortgage Amendments”) with respect to each of the existing Mortgages have been duly executed, acknowledged and delivered by a duly authorized officer of the applicable Loan Party thereto on or before such date and are in form suitable for filing and recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable; provided, however, Collateral Agent shall not require any opinions of local counsel that the Mortgage Amendments meet the conditions of this provision; (b) (i) date-down and modification endorsements to the title insurance policy issued in connection with each Mortgage or, where such date-down or modification endorsements are not available with respect to any Mortgage Amendment, a new title insurance policy with respect to the applicable Mortgage, as previously amended and as amended by such Mortgage Amendment, (or, in each case, a commitment to issue such endorsements or new policy having the effect of such policy so endorsed or such a new policy, as the case may be), each issued by a nationally recognized title insurance company and each in form and substance reasonably satisfactory to the Collateral Agent which insure that such Mortgage, as previously amended and as amended by the applicable Mortgage Amendment, continues to create a valid first Lien on the applicable Mortgaged Property described therein, free of any other Liens except Permitted Liens, and (ii) evidence satisfactory to the Collateral Agent that all certificates and affidavits reasonably required by the Collateral Agent and/or the title company issuing the endorsements and/or title policies referenced above and relating to the Borrower, the Mortgages, the Mortgage Amendments and/or title endorsements (or if applicable, to such new title policies) have been delivered; and (c) evidence that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgage Amendments, including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, title insurance premiums, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the 113 QDI – A&R Credit Agreement (2014) Mortgage Amendments (it being agreed that the Administrative Agent shall cooperate as reasonably requested by the Borrower to minimize such amounts payable by the Borrower, so long as such cooperation is not inconsistent with the foregoing provisions of this paragraph (c)).

  • Covenants of the Buyer The Buyer covenants and agrees with the Seller as follows:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Closing Covenants The Purchaser agrees with the Vendor that after closing he:

  • Covenants of the Vendor 7.1 The Vendor hereby covenants that, during the Interim Period, the Vendor will, and will cause the Corporation to: (a) carry on the Business in the ordinary course and use its best efforts to preserve the assets, the Business and the clients, customers and suppliers connected therewith; (b) give the Purchaser, the Purchaser's Solicitors and the Purchaser's representatives full access during normal business hours to the properties, books, contracts, commitments and records of the Corporation; (c) furnish the Purchaser with all information concerning the affairs of the Corporation as the Purchaser may reasonably request; (d) do all things and cause all things to be done to ensure that all of the representations and warranties of the Vendor contained in this agreement remain true and correct throughout the Interim Period as if such representations and warranties were continuously made throughout such period; (e) not enter into any contracts, commitments or transactions pertaining to the Business, or incur any indebtedness, obligations or liability or make any payment in respect thereof, except in the ordinary course of business; (f) not incur any capital expenditures, or acquire or agree to acquire additional assets, or enter into any forward commitments for inventories, supplies or services (whether or not there are any contracts in writing with respect thereto), except in the ordinary course of business; (g) not increase the wages or salaries or any other form of remuneration, direct or indirect, of any of the employees, officers or directors of the Corporation; (h) not sell, agree to sell or otherwise dispose of any of the assets of the Corporation except in the ordinary course of business; (i) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business; (j) obtain all necessary consents and approvals to the transaction herein contemplated required pursuant to the terms of any leases, contracts or rights of the Corporation or to which it is a party or to which any of the property or assets may be subject to or bound; (k) not declare, pay or authorize dividends or other distributions on any shares of the Corporation or purchase or redeem any shares of the Corporation; (l) not amend the Articles (as defined in the Business Corporations Act (Ontario)) of the Corporation, amalgamate or merge with any other corporation, or issue any securities (as defined in the Business Corporations Act (Ontario)) or redeem or purchase any issued securities; (m) use their reasonable best efforts to ensure that the Corporation's bank operating line of credit from the Bank of Montreal shall remain in place with the Corporation immediately following the Closing Date, provided that Bank of Montreal fully releases any guarantees for that line of credit; and (n) not increase the Shareholder's Loan amount nor shall any Shareholder's Loan related payments be made by the Corporation to the Vendor prior to the Time of Closing. 7.2 The Vendor hereby covenants that, at the Time of Closing, the Vendor will: (a) furnish the Purchaser with a certificate of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser's Solicitors that all necessary corporate authorizations authorizing and approving the transaction contemplated herein have been obtained in respect of the Corporation; (c) deliver to the Purchaser a written acknowledgement from the lessor of any leased premises, in a form reasonably satisfactory to the Purchaser's Solicitors, acknowledging that the lease in respect thereof is in good standing, that all rents, additional rents and other amounts due and payable by the Corporation pursuant to such lease have been paid in full to the Effective Date, and that the Corporation is not in breach of its obligations under such lease, together with the unconditional written consent of the said lessor to the sale of the Purchased Shares to the Purchaser, if required under the terms of such lease; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a "non-resident" of Canada within the meaning of the Income Tax Act (Canada); (e) provide the Purchaser with the favourable opinion of the Vendor's Solicitors in a form reasonably satisfactory to the Purchaser's Solicitors, acting reasonably: (i) as to the authorized and issued capital of the Corporation and the shareholder and shareholdings in the Corporation; (ii) that all issued and outstanding shares in the capital of the Corporation are issued and outstanding as fully paid and non-assessable; Page 38 of 75 - Share Purchase Agreement Initial ----------- (iii) that the Corporation has been duly amalgamated and organized and is a valid and subsisting corporation under the laws of the Province of Ontario; (iv) that all necessary actions and proceedings have been taken to authorize and permit the due and valid transfer of the Purchased Shares at the Time of Closing from the Vendor to the Purchaser; and (v) that this agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor, enforceable against her in accordance with its terms (subject to bankruptcy laws and the availability of equitable remedies) and, to the knowledge of the Vendor's Solicitors, does not violate the provisions of any indenture or agreement to which the Vendor or the Corporation or either of them are a party or by which either of them are bound; (f) cause all necessary steps and proceedings as may reasonably be approved by the Purchaser's Solicitors to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (g) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 7.2(g) shall be approved at the Time of Closing; (h) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (i) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets; (j) deliver to the Purchaser a release executed by the Vendor with respect to all payroll and severance related obligations of the Corporation; (k) deliver and cause to be delivered to the Purchaser the Escrow Agreement, duly executed by the Vendor; (l) deliver and cause to be delivered to the Purchaser a release executed by Xxxx Xxxxx with respect to all obligations of the Corporation; (m) pay to the Corporation $273,884 for the purchase as of the Effective Date of the Cash Value Of Life Insurance and the respective insurance policy from the Corporation; Page 39 of 75 - Share Purchase Agreement Initial ----------- (n) deliver and cause to be delivered to the Purchaser a non-competition covenant from Xxxx Xxxxx in the form attached hereto as Schedule "7.2(n)"; (o) deliver and cause to be delivered to the Purchaser the New Lease between Alpen and the Corporation to become effective on September 1, 2004 (the day immediately following the last day of the Corporation's current lease agreement with Alpen); (p) pay all the non-arms length expenses, accounts payable and accrued liabilities of the Corporation, excluding any ordinary course lease payments and payroll related transactions, from the date of this Agreement to the Time of Closing, and release the Corporation from the obligation to repay the Vendor for these payments; and (q) shall release, and cause the Vendor's affiliates, including any of the Vendor's family that is or has been employed by the Corporation, or the Vendor shall indemnify the Purchaser and the Corporation from any and all severance obligations related to their employment by the Corporation, and any other contractual obligations of the Corporation to the Vendor and her affiliates. 7.3 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may, in the reasonable opinion of the Purchaser's Solicitors, be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser; (b) only discharge the Security Interests when the payments of Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2

  • Covenants of the Purchasers Each Purchaser covenants and agrees with the Company as follows:

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • Covenants of Buyer Buyer agrees that:

  • Affirmative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

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