Post Closing Events. The parties hereby further agree that, from and after the Closing:
Post Closing Events. Except as otherwise required by Law, Acquiror shall not, and shall cause Company and its Subsidiaries not to, (A) take any action on the Closing Date with respect to Company or any of its Subsidiaries, other than actions in the ordinary course of business or actions that are specifically contemplated under this Agreement, (B) except as provided in Section 7.4(i), below, make any election or deemed election under Section 338 of the Code (or under any analogous or similar rules in any relevant tax jurisdiction) with respect to Company or any of its Subsidiaries or (C) make, change or revoke any Tax election, grant an extension of any applicable statute of limitations or take any action or enter into any transaction in each case with respect to Company or any of its Subsidiaries that could increase the amount of the entitlement of any Acquiror Indemnified Party to indemnification pursuant to Section 7.4(a) hereof.
Post Closing Events. In addition to the post-Closing covenants set forth in Section 4 above, the parties hereby further agree that, from and after the Closing:
Post Closing Events. Except as otherwise required by Law, Acquiror shall not, and shall cause the Companies not to, (i) take any action on the Closing Date with respect to any Company, other than actions in the ordinary course of business or actions that are specifically contemplated under this Agreement; (ii) make any election or deemed election under Section 338 of the Code with respect to any US Company in connection with the transactions contemplated by this Agreement; or (iii) make, change or revoke any Tax election with respect to a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date, grant an extension of any applicable statute of limitations, enter into any transaction or take any other action, in each case, that is with respect to any Company and that is with respect to the Pre-Closing Tax Period or the portion of the Straddle Period ending on the Closing Date, that could increase the Sellers’ indemnification obligations under Section 7.2(a) or reduce any Tax attribute of any of the Companies in a Pre-Closing Tax Period or the portion of any Straddle Period ending on and including the Closing Date without Sellers’ written consent, not to be unreasonably withheld, conditioned or delayed; provided, however, that if a transaction or action causes any Company to lose a Tax Incentive in a Pre-Closing Tax Period, other than if such loss is as a result of a failure of a Governmental Authority to consent to the transactions contemplated by this Agreement (including the Debt Financing), then such transaction or action may not be taken without Sellers’ written consent, not to be unreasonably withheld, conditioned or delayed, regardless of whether such transaction or action is with respect to the Pre-Closing Tax Period; provided, however, that nothing in this Agreement shall limit Acquiror’s ability, at its election, to make any election under Section 338(g) of the Code with respect to any Company other than any US Company or shall preclude any Company, the Acquiror or any of its Affiliates from taking any action that it reasonably determines in good faith is required to comply with applicable Law with respect to any item in respect of any Post-Closing Tax Period (other than any item which relates solely to the portion of any Straddle Period that ends on the Closing Date) or, for the avoidance of doubt, from taking or changing any Tax position, making or changing any Tax election, implementing or changing any transfer pricing or ac...
Post Closing Events. Shareholders will have the unchallengeable right to break up his holdings and instruct Quantum to further instruct the transfer agent for Quantum to issue shares under appropriate legend as if they were to be issued to shareholder.
Post Closing Events. The Sellers and the Buyer understand and agree that this Agreement is made in contemplation of the following post-Closing events, as to which Sellers and Buyer agree to use their reasonable best efforts to cause to occur:
(a) On and following the Effective Date, Buyer, either directly or indirectly through PVFE, will own 100% of the Membership Interests; and Buyer, subject to confirmation of accounting treatment of the acquisition satisfactory to Buyer, will cause PVFE to distribute its 50.18% Membership Interest in Val-E to Buyer, resulting in Val-E becoming and being a wholly-owned, single-member, first-tier subsidiary of Buyer.
(b) All real and personal property (including contract rights and other intangibles) of Val-E immediately prior to the acquisition will remain vested in and continue with Val-E following the acquisition. The existence of Val-E will continue without dissolution for state law purposes. As of the Effective Date, the existence of Val-E will terminate for tax purposes, and Val-E will become a disregarded entity for tax purposes. As sole member, Buyer will cause Val-E to file its final tax return for the period from its most recent fiscal year end to the Effective Date.
(c) As of the Effective Date, the Operating Agreement will be replaced and superseded by a single-member operating agreement and, if necessary, the Val-E articles of organization will be amended and restated to reflect the single-member ownership. Following the Effective Date, Val-E will continue to be a manager-managed entity, the members of the Executive Committee of Buyer will serve as the managers of Val-E, and each of the then current managers of Val-E will serve on the initial Board of Managers of Val-E, which Board of Managers will be a local board similar in nature and function to the local boards of other Buyer subsidiaries.
(d) The acquisition transaction may constitute an exchange transaction within Section 351 of the Internal Revenue Code for tax purposes, although Sellers and Buyer understand that the cost basis of each Seller in its Membership Interest equals approximately the value of the Exchanged Shares that it will receive in the Purchase Transaction.
Post Closing Events. (a) If the Acquiror shall have any objections to the determination of the Purchase Price Adjustment, the Acquiror shall within ten (10) Business Days following the Closing Date so notify the Parent and the Acquiror and the Parent shall endeavor in good faith for a period not to exceed twenty (20) Business Days to resolve their differences (the “Differences”). If the parties are unable to resolve all their Differences, the Acquiror shall be entitled for a period of twenty (20) additional Business Days to apply for arbitration of the unresolved Differences pursuant to Section 13.10. If the Acquiror shall apply for arbitration of the unresolved Differences, the parties shall submit the matter to arbitration and shall comply with the procedures established therefor in Section 13.10. If neither party shall apply for arbitration of the Differences, the Purchase Price Adjustment shall be deemed to be the amount paid by the Acquiror to the Parent at the Closing as the Purchase Price Adjustment after adjustment to reflect those Differences that were theretofore resolved, if any.
(b) Payment of any adjustment to the Purchase Price Adjustment determined pursuant to this Section 2.08 or pursuant to arbitration shall, unless otherwise ordered by an arbitration tribunal, be made by the Parent to the Acquiror in cash in United States Dollars by wire transfer of immediately available funds to the wire transfer address of the Acquiror set forth on the Acquiror’s Disclosure Letter on the fifth (5th) Business Day following the date on which the procedures in this Section 2.08 have been completed. Any such adjustment shall bear simple interest at the rate of [the Parent’s cost of funds rate] per annum (based on a 365 day year) from the Closing Date to the date of such payment, inclusive.
Post Closing Events. At the Closing, all documents delivered by the Parties at Closing shall be deposited in escrow (the “Closing Escrow”) pending the receipt from the Companies Registrar of the Certificate of B-Balloon Merger and the Certificate of Neovasc Merger. B-Balloon and Neovasc shall deliver the respective Certificates of Merger to the Closing Escrow agent, at which time all Transaction Documents shall be released to the respective parties in accordance with the terms of this Agreement and the Letters of Transmittal shall be distributed in accordance herewith.
Post Closing Events. Promptly following completion of the audit of the accounts of the Company for the period ending on the Annual Accounts Date:
4.4.1 the Seller shall procure that KPMG LLP sign and deliver to the Company a letter pursuant to which KPMG LLP resign as auditors of the Company, including a written confirmation that, in accordance with Section 394 of the Companies Axx 0000, there are no circumstances connected with the resignation which should be brought to the attention of the members or creditors of the Company and that no fees are due to them from the Company; and
4.4.2 the Purchaser shall procure that a meeting of the directors of the Company is held at which Ernst & Young LLP (or such affiliate of Ernst & Young LLP as the Purchaser shall require) are appointed as auditors of the Company.
Post Closing Events. The Purchaser shall procure that the Group Companies, to the extent necessary or useful, co-operate in making any and all notifications or filings to relevant Persons in connection with the Seller’s obligation to secure the release of Encumbrances as stipulated in the deeds of assignment referred to in Paragraphs 2.1.1, 2.1.2 and 2.1.3 of this Appendix 5.3.
