Post Closing Matters and Covenants Sample Clauses

Post Closing Matters and Covenants. (a) Each party shall use its best efforts to cause the Merger to constitute a "reorganization" within the meaning of Section 368(a) of the Code for Federal income tax purposes ( a "Tax-Free Reorganization"). No party has taken or will take, either before or after consummation of the Merger, any action that, to the Knowledge of such party, would cause the Merger to fail to constitute a Tax-Free Reorganization. Unless otherwise required by law, each party shall (i) report the Merger on all tax returns and filings as a Tax-Free Reorganization, and (ii) not take any position or action that is inconsistent with the characteristics of the Merger as a Tax-Free Reorganization in any audit, administrative proceeding, litigation or otherwise. (b) The Surviving Corporation is hereby authorized, within three (3) months of the Effective Time to offer shares of common stock at a purchase price of not less than $0.35 per share pursuant to Rule 504 or 506 promulgated under the 1933 Act. (c) Immediately after the Effective Time, and in no event more than fourteen (14) days thereafter, the holders of the capital stock of TX Expansion Group, Inc. shall contribute their stock, without further consideration, to the Surviving Corporation. (d) The Reincorporation shall occur promptly upon the number of record holders of common stock of the Surviving Corporation reaching three hundred (300). (e) The Surviving Corporation shall not effectuate a reverse stock split of its common stock for at least twenty-four (24) months after the Effective Time, unless (i) otherwise required pursuant to the terms or conditions of any underwriting agreement entered into by the Surviving Corporation with an underwriter in connection with an underwritten registration statements that registers shares of the Surviving Corporation's common stock; or (ii) the Surviving Corporation receives written notice from the BF Additional Parties waiving the Surviving Corporation's obligation to maintain this covenant.
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Post Closing Matters and Covenants. 15 (continued)
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Related to Post Closing Matters and Covenants

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

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

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

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • 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)).

  • Closing Matters (a) Within one business day of the date of this Agreement, Buyer shall deliver the notice attached as Annex I hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

  • Survival of Representations and Covenants (a) Subject to the provisions of Section 5.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and the sale of the Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Assets by the Purchaser; and (iii) the dissolution of any party to this Agreement. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 5.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Seller Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against the Seller. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.3, 2.6 and 2.26 and Sections 3.1 and 3.6 and the related sections of the Seller Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the a party required to provide indemnification pursuant to this Section 5 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 5.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

  • Non-Survival of Representations and Covenants The respective representations, warranties, obligations, covenants, and agreements of the Parties shall not survive the Effective Time except for this Section 10.3 and Articles II, III, IV and XI and Sections 8.10, 8.11 and 8.12 of this Agreement.

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non- exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section. (b) This Agreement is governed by the laws of the Czech Republic. All disputes arising from the present Agreement and/or in connection with it shall be finally brought to and decided by any relevant competent common court in the Czech Republic. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. (c) JetBrains may modify this Agreement at any time by posting a revised version of the Agreement on JetBrains Site. The modified terms will become effective upon posting of a revised version of the Agreement on JetBrains Site. By continuing to use Service after the effective date of any modification to this Agreement, Subscriber agrees to be bound by the modified terms. It is Subscriber’s responsibility to check JetBrains Site regularly for modifications to this Agreement. (d) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship between the parties. (e) Sections 7, 8, 9, 10, 12 (c), 12(d), 14(a), 14(b), and 14(c) shall survive any termination or expiration of this Agree- ment. (f) There are no third-party beneficiaries to this Agreement. (g) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

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