Post-Closing Obligations of Buyer. In addition to any other post-Closing obligations of Buyer set out in this Agreement:
15.1 Buyer shall furnish copies or permit access by Seller and its accountants and legal counsel, upon reasonable notice and during regular business hours, to any of Seller's records delivered to Buyer as a part of the Assets.
15.2 At Seller's request, without further consideration, Buyer will execute and deliver such further evidence as Seller may reasonably require of Buyer's assumption of responsibility for the items specified in Section 3.
Post-Closing Obligations of Buyer. After the Closing, the Buyer covenants and agrees to do the following:
(a) Buyer or its designee shall assume all obligations of Sellers under the Issued Leases for all periods from and after the date of Closing, including the obligation to timely pay all annual rental payments thereafter due under all Issued Leases. Buyer or its designee shall, no later than thirty (30) days prior to a rental payment due date, pay any and all annual rental amounts due and owing under any Issued Leases, and shall promptly provide the Sellers with written notice and document(s) evidencing the payment of such annual rental payments.
(b) Buyer or its designees shall likewise assume all obligations of Sellers on all Un-Issued Leases from and after the date of Closing with respect to the said Un-Issued Leases from Sellers to Buyer or its designee, including the obligation to timely pay all annual rental payments thereafter due under such Un-Issued Leases. Notwithstanding the foregoing, the Sellers shall pay, and the Buyer shall have no obligation to pay, the first annual rental payments due on all Un-Issued Leases. Buyer or its designee shall, no later than thirty (30) days prior to a rental payment due date, pay any and all annual rental amounts due and owing under any Un-Issued Leases except for the first annual rental payment which the Sellers shall pay, and shall promptly provide the Sellers with written notice and document(s) evidencing the payment of such annual rental payments except for the first annual rental payment.
(c) Promptly after the final payment due on the Buyer Note payable to Sellers as executed and delivered pursuant to Section 11(b) above, the Buyer shall provide the Sellers with written instructions as to whether the Assignments to be executed and delivered by the Sellers with respect to the Issued Leases and the Un-Issued Leases are to be issued into the name of the Buyer or a Buyer’s designee together with all applicable information necessary to complete said Assignments. If Buyer fails to provide such written instructions within three (3) weeks after the final payment made on the Promissory Note, the Sellers shall be authorized to execute and deliver the Assignments with respect to the Issued Leases and the Un-Issued Leases into the name of only the Buyer.
(d) After the Buyer receives Assignments from the Sellers with respect to the Issued Leases and the Un-Issued Leases as provided for in subsection (c) above, the Buyer agrees to continue to pay annua...
Post-Closing Obligations of Buyer. In addition to any other post-Closing obligations of Buyer set out in this Agreement:
16.1 Buyer shall furnish copies or permit access by the Sellers and their accountants and legal counsel, upon reasonable notice and during regular business hours, to any of the Sellers' records delivered to Buyer as a part of the Assets.
16.2 At the Sellers' request, without further consideration, Buyer will execute and deliver such further evidence as the Sellers may reasonably require of Buyer's assumption of responsibility for the items specified in clauses (i) and (ii) of Section 3.
16.3 Buyer shall permit Rob Xxxxx xx continue to use the email address robc@xxxxxx.xxx xxx shall permit Mattxxx Xxxxxxxxx xx continue to use the email address mattx@xxxxxx.xxx xxxing the four-year period of the covenant not to compete in Section 12, provided that they are not in default under that Section. Messrs. Cohex xxx Rosexxxxx xxxee that such email accounts shall be used solely for purposes consistent with the letter and spirit of this Agreement and that Buyer and its affiliates shall have no liability to them for any interruption of service caused by circumstances beyond Buyer's reasonable control.
16.4 If required under Section 4.2.1, Buyer or the Guarantor shall cause the entity or entities succeeding to its or their interest in the TPR Business to execute and deliver the Guaranty or to assume the Note.
Post-Closing Obligations of Buyer. On and after the Closing Date, Buyer shall be solely responsible for the following: (a) compliance with all foreign, Federal, state, municipal and local laws, rules or regulations governing the ownership, servicing and administration of the Loans and other Assets, including, without limiting the generality of the foregoing, all laws relating to unfair collection practices and the Real Estate Settlement Procedures Act, 12 U.S.C. section 2601 et. seq. (“RESPA”); (b) recording or filing any mortgage assignments, assignments of beneficial interests in land trusts, UCC-3 financing statements or other documents evidencing transfer of the Assets; (c) in accordance with the Bankruptcy Code, in respect of any pending bankruptcy case involving any Borrower or Obligor in respect of any Asset, (i) in the event Seller has not theretofore filed a Proof of Claim, filing a Proof of Claim, and (ii) in the event Seller has filed a Proof of Claim, promptly filing or causing to be filed with the appropriate bankruptcy court evidence of the assignment and transfer of such Asset and promptly preparing and providing to Seller affidavits and assignments of claims in form and substance satisfactory to Seller; and (d) having Buyer substituted as loss payee or additional insured, or obtaining additional or substitute coverage, for any insurance in respect of the Assets for which Seller is listed as loss payee or additional insured and procuring forced placed insurance coverage for any of the Loans. All force placed insurance coverage of Seller shall terminate as of the Closing Date and no rights related thereto are assigned to Buyer.
Post-Closing Obligations of Buyer. Subsequent to the Closing Date, in addition to that provided above, Buyer covenants and agrees as follows:
Post-Closing Obligations of Buyer. Following Closing the Buyer agrees:
11.1 to be bound by the protective covenants safeguarding the Milestone Payments and the Royalty Payments as further set out in Annex 3.1 to this Agreement.
11.2 to procure that the sum of the Contribution pursuant to clause 4.6.1 will be applied solely for the business of the Company. Upon request by Seller 1, the Buyer shall provide the Sellers with evidence (to the Sellers’ reasonable satisfaction) of its compliance with this obligation.
11.3 that if the acquisition of SOM Pharmaceuticals S.A and SOM Therapeutics, Inc. is not completed in advance of the Closing of this Agreement, the Buyer may not acquire, and procure that no Affiliate of the Buyer acquires, SOM Pharmaceuticals S.A or SOM Therapeutics, Inc. within six months of Closing without the prior written consent of Seller 1.
Post-Closing Obligations of Buyer. Section 8.1. CONTINUATION OF WASTEWATER SERVICES 20 Section 8.2. MAINTENANCE, REPAIRS, AND REPLACEMENT 20 Section 8.3. RATE STABILIZATION COVENANT 20 Section 8.4. CAPITAL IMPROVEMENTS TO LIFT SEWER BAN 20 Section 8.5. SERVICE TO TOWNSHIP FACILITIES 20 Section 8.6. CAPACITY FOR AFFORDABLE HOUSING UNITS 20 Section 8.7. CONNECTION OF NON-SEWERED PROPERTIES WITHIN THE TOWNSHIP 21 Section 8 8. PERMITTED CAPACITY OF THE WASTEWATER TREATMENT PLANT21 Section 8.9. SENIOR DISCOUNT PROGRAM 21 Section 8.10. CITIZENS ADVISORY PANEL 21 Section 8.11. PAVING 21 Section 8.12. SURVIVAL 21
Post-Closing Obligations of Buyer. Following the Closing the Buyer shall furnish a certificate to the Company (with a copy to the Seller) stating that it has acquired the Sale Shares on a repatriable basis with payment having been made outside Pakistan.
Post-Closing Obligations of Buyer. In the event the Buyer exercises its Option, the parties will execute and deliver at the Closing a post-closing agreement setting forth certain obligations of the Buyer as follows:
(a) Within days of the Closing, Buyer will install a wire fence, as shown on Exhibit three feet in height, along the westerly edge of the entrance road to the Subject Property, a distance of approximately feet.
(b) Within days of the Closing, Xxxxx will replace the collapsed culvert in the relocated Sellers’ driveway in the location approximately shown on Exhibit
(c) Any parking area constructed by the Town on the Subject Property within five (5) years of the date of the Closing shall be located solely at the southern entrance to the Subject Property, within the area shown on Exhibit .
Post-Closing Obligations of Buyer. Following Closing, Buyer shall make pre-Closing employee records available for inspection and copying by Seller’s designated representatives at Seller’s expense. This Section 6.11 shall survive the Closing.
