Post Closing Covenants of the Parties. In further consideration of the premises, representations and warranties and the covenants and agreements contained herein and other good and valuable consideration, the parties hereto hereby agree to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable any consents, approvals and authorizations of all third parties and governmental bodies which are necessary or advisable to consummate this Agreement and to comply with the terms and conditions of all such consents, approvals and authorizations of all such third parties and governmental bodies. DHC and the Members will cooperate with High Tide’s audit of the financial statements of DHC.
Post Closing Covenants of the Parties. The Parties agree as follows with respect to the period following the Closing:
Post Closing Covenants of the Parties. (a) Targa shall be responsible for and shall pay when due any land transfer taxes, sales taxes, excise taxes (goods and services taxes) and similar taxes (but not Taxes of the Sellers for the period up to Closing), and any registration fees payable in respect of the sale and transfer of the Purchased Assets to Targa.
(b) The Sellers will deliver the Purchased Assets to Targa at Closing. The Sellers may from time to time during normal business hours and upon reasonable notice and without undue interference to the business operations of Targa, inspect and make copies (at its own expense) of the Records, provided that its access to and use of such Records will be limited to legal and regulatory purposes, including preparing tax returns, responding to tax audits, or otherwise dealing with Governmental Authorities. The inspection rights accorded herein to the Sellers shall survive after Closing for such time as the Sellers may be liable to any Government Authorities in relation to the transactions contemplated herein.
Post Closing Covenants of the Parties. (a) Post-Closing Cooperation.
(i) Upon the terms and subject to the conditions hereof, each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated hereby. In the event that at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement or the Transaction Documents, each Party shall use reasonable efforts to promptly take all such action. Without limiting the foregoing, MUTUAL shall, from time to time, execute and deliver all such other and further materials and documents and instruments of conveyance, transfer or assignment as may be reasonably requested by TRIBUTE to effect, record or verify the transfer to, and vesting in TRIBUTE of, all of MUTUAL’s right, title and interest in and to the Purchased Assets, free and clear of all Liens, other than Permitted Liens in accordance with the terms of this Agreement.
(ii) After the date hereof, MUTUAL shall consult with TRIBUTE prior to making any filings with, or having any communications with, any Governmental Entity with respect to the Product in the Territory.
Post Closing Covenants of the Parties. As soon as practicable after the Closing Date, the Principals shall use their reasonable efforts to assist Neon and Amalco to obtain from each holder of Amalco Class B Redeemable Shares a Transmittal Letter executed and delivered by each such shareholder that desires to redeem its Amalco Class B Redeemable Shares for Neon Consideration Stock as contemplated herein, such Transmittal Letter to be in substantially the form attached hereto as Schedule 3.35.
Post Closing Covenants of the Parties. In further consideration of the premises, representations and warranties and the covenants and agreements contained herein and other good and valuable consideration, the parties hereto hereby agree to cooperate with each other and use reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable any consents, approvals and authorizations of all third parties and governmental bodies which are necessary or advisable to consummate this Agreement and to comply with the terms and conditions of all such consents, approvals and authorizations of all such third parties and governmental bodies. the Company and the Shareholder will cooperate with High Tide’s audit of the financial statements of the Company. This Agreement is subject to strict requirements for ongoing regulatory compliance by the parties hereto, including, without limitation, requirements that the parties take no action in violation of CRS or the guidance or instruction of the Governmental Entity. The parties acknowledge and understand that CRS and/or the requirements of the Governmental Entity are subject to change and are evolving as the marketplace for hemp businesses continues to evolve. If necessary or desirable to comply with the requirements of CRS and/or the Governmental Entity, the parties hereby agree to (and to cause their respective Affiliates and related parties and representatives to) use their respective commercially reasonable efforts to take all actions reasonably requested to ensure compliance with CRS and/or the Governmental Entity, including, without limitation, negotiating in good faith to amend, restate, amend and restate, supplement, or otherwise modify this Agreement to reflect terms that most closely approximate the parties’ original intentions but are responsive to and compliant with the requirements of CRS and/or the Governmental Entity. In furtherance, not limitation of the foregoing, the parties further agree to cooperate with the Governmental Entity to promptly respond to any informational requests, supplemental disclosure requirements, or other correspondence from the Governmental Entity. 000-0000-0000/9/AMERICAS 50
Post Closing Covenants of the Parties. 5.1 Post-Closing Taxes
(a) The Purchaser shall cause the Purchased Subsidiary to prepare on a basis consistent with past practices all Tax Returns required to be filed from and after the Closing Time for the period following the last filed Tax Return. The Seller will prepare, on a basis consistent with past practice, any Tax Return of the Purchased Subsidiary for the period ending at the Closing Time, which Tax Returns shall be subject to review by the Purchaser, if requested.
(b) The Purchaser shall pay all stamp duty (including fines and penalties) chargeable, payable or assessed in relation to this Agreement and the transfer of the Purchased Shares to the Purchaser, if applicable.
(c) The Purchaser shall not assume and will not be liable for any Taxes that may be or become payable by the Seller in connection with the Closing, including any Taxes resulting from or arising as a consequence of the sale by the Seller to the Purchaser of the Purchased Shares herein contemplated.
Post Closing Covenants of the Parties. The covenants and agreements made in this Section 5 by the Company shall also be deemed made jointly and severally by the Management Shareholders.
Post Closing Covenants of the Parties. 9.1 Post-Closing Covenants of DCS and the Stockholders. DCS and the Stockholders will use their best efforts following the Closing promptly to obtain (a) estoppel certificates acceptable in form and substance to Datalink from each DCS landlord (a "Landlord") providing that (i) each lease is in full force and effect and has not been modified, altered or supplemented in any way; (ii) on the date of such estoppel certificate, there are no existing defenses, off-sets or credits which the Landlord has against DCS under the lease, and the Landlord is not aware of any action or inaction that has occurred or failed to occur that by the passage of time or upon notice duly given, or both, would constitute a defense to the lease or create a right of off-set or to a credit, or if such an action or inaction has occurred, the nature of the action or inaction; and (iii) stating the amount of rent and the date through which such rent has been paid; and (b) a written undertaking by the trustees of DCS's retirement and profit sharing plans to resign as trustees thereof upon the request of Datalink. In addition, DCS and the Stockholders will promptly after the Closing deliver to Datalink evidence satisfactory to Datalink's counsel that all qualifications listed as incomplete on the Schedule of Foreign Qualifications (Exhibit 5.1(b)) have been obtained. [continued on next page]
