Post-Closing Operation. There are numerous operating permits and licenses, and other rights (collectively the "Licenses") held by Conveying Parties or their affiliates (the "Licensees") necessary or desirable in the operation of the Property. The Transferee Entities or related entities (collectively "Transferees") will as promptly as practicable apply for, those same licenses from the various governmental agencies responsible for issuing the same. LA Borrower and Orchards Annex, LLC, for themselves and their affiliated or subsidiary entities who are the Licensees under the Licenses agree that to the extent Transferees have not obtained the necessary licenses or permits on the Closing Date, the Transferees may, to the extent permitted by law, regulation, or governmental practice and procedure, continue to operate under the applicable Licenses held by Licensees until Transferees obtain the applicable licenses, permits or rights, but in no event for more than one hundred twenty (120) days after Closing. Conveying Parties make no representation or warranty about the Lender Parties’ rights to use such Licenses, and is under no obligation to permit such use if not permitted by law or regulation. Transferee Entities shall jointly and severally indemnify, defend and hold the Licensees and Conveying Parties harmless for, from and against any claims, costs, demands, actions, liabilities, expenses (including reasonable attorneys’ fees) and obligations (including attorneys’ fees) incurred by Licensees and/or Conveying Parties arising out of or relating to any such Licenses or the use thereof or actions of Lender Parties with respect thereto, except for claims, costs, demands, actions, liabilities, expenses and obligations related to or arising from the gross negligence or willful misconduct of a Licensee or Conveying Party. The indemnity obligations shall survive the Closing and shall terminate twelve (12) months after the Closing. Conveying Parties have disclosed to Lender Parties that currently, both restaurants (L’Auberge and Taos Restaurant), operate under one series 12 Restaurant Liquor License. L’Auberge Newco will be required to file for a new Series 12 license for L’Auberge and Taos Cantina. The Arizona Department of Liquor Licenses generally issues a temporary license for any premises that is currently licensed to the new applicant when such applicant submits a completed new application in accordance with the department requirements. The Conveying Parties shall use commercially reas...
Post-Closing Operation. The Purchaser acknowledges the interest of the Seller in the Company earning the profits of which it is fairly able during the Fiscal Year 2021. To facilitate the Company’s expected revenue target for the Fiscal Year 2021, Seller shall prepare and submit to Purchaser on or before December 15, 2020, an operating budget with respect to the Company for the Fiscal Year 2021, which budget shall include Operating Income of at least 37.5% of the Company’s Revenue for such period (the “Operating Budget”). Subject to timely receipt of the Operating Budget, Purchaser undertakes that during Fiscal year 2021, Purchaser shall do the following, except as otherwise agreed, or as a result of any breach of Seller’s represntations and warranties hereunder, or to the extent that any covenant, obligation, or restriction set forth below may reasonably be expected to have an adverse effect on the operations, business, or financial condition of the Company:
(a) permit (and not take or authorize any action to materially and adversely affect the ability of) the Company to conduct business operations in the Ordinary Course, and further covenant to use all reasonable efforts to procure (so far as they are respectively able) that the business of the Company will continue to be carried out in the Ordinary Course; and
(b) ensure that all transactions between the Company and any affiliate of Purchaser shall be carried out on an arm’s length basis and upon normal commercial terms, provided that, in the case of Purchaser providing services or products to the Company, the terms of such transactions shall be no less favorable to the Company than the terms of any similarly-situated customer of Purchaser. Without prejudice to the generality of the foregoing, and except as otherwise agreed or to the extent that this provision may have a material adverse effect on the Purchaser’s operations, business or financial condition, the Purchaser agrees that during Fiscal Year 2021, the Purchaser shall not, and will exercise its equity holdings in the Company so that the Company shall not, permit the Company to take any action or cause or permit anything to be done with the principal purpose of avoiding or reducing the amount of the Earnout. Notwithstanding any other provision of this Agreement, the Company will not be permitted to, and the Purchaser has no any obligation to cause the Company to:
(a) take any action, or refrain from taking any action, where such action or inaction is contrary to the wri...
Post-Closing Operation. Subject to the terms of this Agreement and the other Ancillary Agreements, following the Closing, Parent shall have sole discretion with regard to all matters relating to the operation of the Company and the Business, and none of Parent, Merger Sub or any of their respective Affiliates (i) shall be under any obligation or have any duty to act in such a manner that would maximize the amount of the Performance Amount, (ii) will owe any Stockholder any fiduciary or similar duty in respect of the magnitude of the Performance Amount, or (iii) will have any obligation, or will be bound by any agreement or covenant of any kind, in respect of this Section 2.6 other than an obligation to comply with the covenants and agreements expressly set forth in this Section 2.6; provided, that (x) Parent shall not, directly or indirectly, take any actions in bad faith that would have the effect of avoiding, reducing, or delaying the payment of any of the Performance Amounts hereunder or (y) terminate the employment of any Key Employee of the Company without Cause (as defined in the applicable Key Employee’s Specified Offer Letter). The Parent shall maintain books and records of the Surviving Corporation and its Subsidiaries during the Calculation Period as is reasonably necessary to allow for the calculation Adjusted EBITDA.
Post-Closing Operation. After the Closing, Whispering Pines, Inc. will be a wholly-owned subsidiary of Globaltech Holdings, Inc. subject to the terms and conditions outlined in this Agreement. Whispering Pines, Inc. shall be responsible to report to Globaltech Holdings, Inc. all financial manners and newsworthy events as they materialize, as Whispering Pines, Inc. recognized Company is a publicly traded company and has certain material obligations of disclosure pursuant to state and federal laws, statutes and regulation.
Post-Closing Operation. Any Liabilities arising after the Closing from the ownership or operation of the Included Assets or the Included Businesses after the Closing; and
Post-Closing Operation. Concurrently with Closing, Buyer’s management agent (“Manager”) and Seller shall execute a “Management Agreement” in form and substance mutually acceptable to both parties with a term of three (3) years, pursuant to which Manager shall provide to Seller administrative and maintenance management services with respect to Unit 1 for a fee $60,000.00 per year, payable in monthly installments in arrears; it being understood and agreed that such fee shall be a net fee to Manager and that Seller shall be solely responsible for all third party costs and expenses of repairs, replacement, snow removal, waste removal, etc.”
Post-Closing Operation. From and after the Effective Time and until December 31, 2018, Parent shall use commercially reasonable best efforts to assist the Surviving Corporation in achieving the aggregate Contingent Consideration and shall not knowingly take (or knowingly cause any of its controlled Affiliates to take) any action for the primary purpose of preventing the achievement of the aggregate Contingent Consideration and shall use commercially reasonable best efforts to operate the business in the ordinary course until December 31, 2017. Without limiting the foregoing, Parent shall not (i) wind-down or liquidate the Surviving Corporation or its Subsidiary, or (ii) cause the Surviving Corporation and its Subsidiary, as a stand-alone Person (and not as part of a sale of or merger, consolidation, or other business combination or reorganization involving Parent or a sale of all or substantially all of Parent’s business or assets), (A) to be sold to, merged with or into or consolidated with any Person or (B) to sell all or substantially all of its business or assets to any Person, in each case of (A) and (B), other than Parent or an Affiliate of Parent.
Post-Closing Operation. Subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Business, including, but not limited to, determining which of the Seller Products to continue to make available, the pricing of the Seller Products and decisions regarding manufacturing of Seller Products, acceptance of orders, sales policies and credit terms, and the ability to discontinue operations; provided, that Buyer shall not, directly or indirectly, take any actions in bad faith that would have the intended effect of avoiding the Earn-out Payment. Notwithstanding the foregoing, Buyer has no obligation to operate the Business in order to achieve the Earn-out Payment.
Post-Closing Operation. Subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Business; provided that during the Earn-Out Review Period, (a) Buyer shall not change the brand name of the products being sold by the Business, and (b) Buyer shall not move Seller’s primary operating facility located 14351-14355 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxxxx 00000, and (c) Buyer shall use commercially reasonable efforts to realize Revenues and not take any actions in bad faith that would have the intended effect of avoiding the Earn-out Payment.
Post-Closing Operation. Subsequent to the Closing, Curaleaf and its Subsidiaries will own and control the Surviving Corporation and may operate the business of the Surviving Corporation in such a manner as it determines in good faith to be in its best interest; provided, however, that the Surviving Corporation shall not, and Curaleaf and its Subsidiaries shall not cause the Surviving Corporation to, (i) take any action the sole purpose or sole intent of which is to adversely impact the Wholesale THC Revenues or the Adjusted Wholesale THC Revenues earned by Curaleaf and its Subsidiaries during the 2020 calendar year that does not have a legitimate business purpose for Curaleaf and its Subsidiaries, taken as a whole; or (ii) take any action that would materially and unfairly distort the recognition of Wholesale THC Revenues or Adjusted Wholesale THC Revenues earned by Curaleaf and its Subsidiaries during the 2020 calendar year for the purpose of affecting Parent’s obligation to pay any Contingent Merger Consideration.
