Post-Closing Obligations of Seller. Following Closing, Seller shall use, and shall cause Seller’s Affiliates to use, reasonable diligent efforts to cooperate with Buyer and its Affiliates to (a) confirm that all Licenses are obtained and held by the proper entity for operation of the Property, and (b) to the extent not previously transferred to Buyer, to provide any records in Seller’s custody or control which may be requested of Buyer by any authorized governmental agency. Further, upon Buyer’s request, for a period of one (1) year after Closing, Seller shall make the operating statements and any and all books, records, correspondence, financial data, leases, delinquency reports and all other documents and matters maintained by Seller or its agents and relating to receipts and expenditures pertaining to the Property for the three (3) most recent full calendar years and the current calendar year (collectively, the “Records”) available to Buyer for inspection, copying and audit by Buyer's designated accountants, and at Buyer's expense. This Section 6.10 shall survive the Closing.
Post-Closing Obligations of Seller. Following Closing, at no out-of-pocket cost to Seller, Seller shall use, and shall cause Seller’s Affiliates to use, reasonable diligent efforts to cooperate with Buyer and its Affiliates to (a) confirm that all Licenses are obtained and held by the proper entity for operation of the Property, and (b) to the extent not previously transferred to Buyer, to provide any records in Seller’s custody or control which may be requested of Buyer by any authorized governmental agency. Further, upon Buyer’s request, for a period of one (1) year after Closing, Seller shall make the operating statements and any and all books, records, correspondence, financial data, leases, delinquency reports and all other documents and matters maintained by Seller or its agents and relating to receipts and expenditures pertaining to the Property for the three (3) most recent full calendar years and the current calendar year (collectively, the “Records”) available to Buyer for inspection, copying and audit by Buyer's designated accountants, and at Buyer's expense. This Section 6.10 shall survive the Closing.
Post-Closing Obligations of Seller. Seller acknowledges that Buyer may use the financial statements of Seller and other information regarding Seller in connection with future financings by Buyer, including in an initial public offering prospectus and a registration statement filed under the Securities Act of 1933, as amended (the "Public Filings") to be issued or filed by Buyer. For a period of three (3) years from the Closing Date, Seller shall cooperate in a commercially reasonable manner with Buyer so that Buyer can obtain information sufficient for Buyer to prepare an initial public offering prospectus and the Public Filings, in each case at Buyer's sole expense. The foregoing cooperation of Seller shall include (i) compiling the requisite financial information, including supplying financial information for purposes of comfort letters to be issued in connection with Public Filings, (ii) granting Buyer and its accountants full and complete access to the books and records of Seller and to any personnel knowledgeable about such books and records (including the Seller's accountants), in each case, to the extent reasonably requested by Buyer and (iii) signing customary management representation letters related to the financial statements and any comfort letters.
Post-Closing Obligations of Seller. Subsequent to the Closing Date, in addition to that provided above, Seller covenants and agrees as follows:
Post-Closing Obligations of Seller i. The Sellers, the Restricted Persons (who are the only owners and members of Sellers that are involved in the day-to-day operation of Purchased Assets) and any entity owned or controlled by either the Sellers or the Restricted Persons, from the Closing Date until the third (3rd) anniversary of the Closing Date (the “Noncompetition Period”), will not (a) own, lease or operate a retail gas station and/or convenience store within in a three (3) mile radius of any Property, or (b) engage in the sale and supply of motor fuels to gas stations not otherwise owned, leased or controlled by any of the Sellers, the Restricted Persons or any entity owned or controlled by either the Sellers or the Restricted Persons in the State of Connecticut (collectively, the “Restrictive Covenants”). Notwithstanding the provisions of this Section 3.1(p), the Restricted Persons will not be prohibited from owning any interest in or operating the properties listed on Schedule 3.1(p) attached hereto (the “Excluded Properties”) or engaging in business relationships with the owners of any retail gas station or convenience store properties not otherwise prohibited by this Section 3.1(p). Sellers and the Restricted Persons acknowledge that it would be difficult to measure damage to Buyer from any breach by Sellers or any Restricted Persons of the Restrictive Covenants, injury to Buyer from any such breach would be incalculable and irremediable, and money damages, therefore, would be an inadequate remedy for any such breach. Accordingly, Sellers and the Restricted Persons agree that if Sellers or any Restricted Persons breach any Restrictive Covenants, then Buyer will be entitled, in addition to all other remedies it may have, to a temporary restraining order, preliminary injunction and/or permanent injunction without bond to restrain any such breach by Sellers or any Restricted Persons, without showing or providing any actual damage sustained by Buyer. If any court determines that any provision of this Section 3.1(p) is overstated, then the provision will remain in full force and effect as amended by such court of law,
ii. Also during the Noncompetition Period, Seller and the Restricted Persons will not solicit or entice any of the Transferred Employees to leave their employment with Buyer; provided, however, nothing will prohibit Seller or any Restricted Persons from hiring any person who responds of their own volition to any general job posting of Seller undertaken as a part of Seller’...
Post-Closing Obligations of Seller. Promptly after the Closing Date, Seller shall:
Post-Closing Obligations of Seller. Following Closing, Seller shall use, and shall cause Seller’s Affiliates to use, reasonable diligent efforts to cooperate with Purchaser and its Affiliates to (a) confirm that all Licenses are obtained and held by the proper entity for operation of the Property, and (b) to provide any records in Seller’s custody or control pertaining to the Real Property or Facilities which may be reasonably requested of Purchaser by any authorized governmental agency. Further, upon Purchaser’s reasonable request, for a period of one (1) year after Closing, Seller shall make the operating statements and any and all books, records, correspondence, financial data, leases, delinquency reports and all other documents and matters maintained by Seller or its agents and relating to receipts and expenditures pertaining to the Real Property or Facilities for the three (3) most recent full calendar years and the current calendar year (collectively, the “Records”) available to Buyer for inspection, copying and audit by Purchaser's designated accountants, and at Purchaser's sole expense. “Records” shall include unaudited and unreviewed historical financial statements pertaining to the Real Property or Facilities and any other documents pertaining to the Real Property or Facilities reasonably identified by Purchaser that are required to allow the Purchaser to comply with any reporting, disclosure, or filing requirements imposed upon the Purchaser by the SEC with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Purchaser, but without expense to Seller, with (a) representation letter to auditor in substantially the form as Exhibit K attached hereto and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Purchaser or its designated accountants, and in the possession or control of Seller, to enable Purchaser to file any filings required by the SEC in connection with the Real Property or Facilities or purchase of the Subject Interests. This Section 35 shall survive the Closing.
Post-Closing Obligations of Seller. Following Closing, Seller shall use, and shall cause Seller’s Affiliates to use, reasonable diligent efforts to cooperate with Buyer and its Affiliates to (a) confirm that all Licenses are obtained and held by the proper entity for operation of the Property, and (b) to the extent not previously transferred to Buyer, to provide any records in Seller’s custody or control which may be requested of Buyer by any authorized governmental agency. Further, upon Buyer’s request, for a period of one (1) year after Closing, Seller shall make the operating statements and any and all books, records, correspondence, financial data, leases, delinquency reports and all other documents and matters maintained by Seller or its agents and relating to receipts and expenditures pertaining to the Property for the three (3) most recent full calendar years and the current calendar year (collectively, the “Records”) available to Buyer for inspection, copying and audit by Buyer's designated accountants, and at Buyer's expense. Additionally, following Closing and upon Buyer’s request, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter in substantially the form as Exhibit H attached to the Seller Disclosure Letter and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property. This Section 6.10 shall survive the Closing.
Post-Closing Obligations of Seller. (i) Subject to any applicable statute of limitations and any valid defenses or setoffs, from and after the Closing Date, Seller shall timely pay, satisfy and/or discharge, in accordance with past practice, all Excluded Liabilities, or otherwise deal with the Excluded Liabilities in such a manner as to prevent claims against Purchaser in respect thereof; provided, however, that Seller shall not be obligated to pay any Excluded Liability while and for so long as Seller is contesting the same in good faith by appropriate proceedings.
(ii) Seller agrees that after the Closing Date, it shall not use or employ in any manner, directly or indirectly, the name "XILA Communications" or any derivation or variation thereof, and that as soon as practicable after the Closing Date, it will take and cause to be taken all necessary action in order to officially change the Seller's name.
(iii) Seller will terminate the Certificate of Territorial Authority issued by the IURC in Cause No. 9810-13, Certificate of Territorial Authority issued by the IURC in Cause No. 41308, Certificate of Territorial Authority issued by the IURC in Cause No. 42058 and all other licenses and rights to conduct Business, and promptly deliver evidence of such terminations to Purchaser.
(iv) After Closing, Seller shall indemnify and save harmless and defend Purchaser from and against any and all Losses which are sustained or incurred by Purchaser by reason of or resulting from the non-performance of any covenant or obligation of this Agreement required to be performed by Seller after the Closing Date, including, but not limited to any Excluded Liability.
Post-Closing Obligations of Seller. Following Closing, Seller shall use reasonable diligent efforts to cooperate with Buyer and its Affiliates to the extent not previously transferred to Buyer, to provide any records in Seller’s custody or control which may be requested of Buyer by any authorized governmental agency. Further, upon Buyer’s request, for a period of one (1) year after Closing, Seller shall make the operating statements and any and all books, records, correspondence, financial data, leases, delinquency reports and all other documents and matters maintained by Seller or its agents and relating to receipts and expenditures pertaining to the Property for the three (3) most recent full calendar years and the current calendar year (collectively, the “Records”) available to Buyer for inspection, copying and audit by Buyer’s designated accountants, and at Buyer’s expense. This Section 6.10 shall survive the Closing for a period of one (1) year.
