Post-Closing Operation of Business. Following the Closing, Seller and each of the Principal Owners shall fully cooperate with Buyer to transfer the Focus Factor Business to Buyer in such a manner as to preserve the value thereof.
Post-Closing Operation of Business. For twelve (12) months following the Closing Date, Horizon will operate the Business only in the ordinary course.
Post-Closing Operation of Business. Parent and Buyer jointly and severally agree that neither of them nor any of their Affiliates shall intentionally take or omit to take any action that has the effect of manipulating revenues, net income or expenses of the Business or other components of EBITDA in any manner, the effect of which decreases the 2005 EBITDA or the 2005 Earn-Out Consideration, by either the diversion of business or business opportunities, unreasonable increases in expenses, payments to Affiliates, failure to make necessary capital or maintenance expenditures, reduction of work force or capacity, reduction of sales and marketing efforts, dispositions of assets or otherwise actions taken that are not in the ordinary course of the Business as operated by Seller prior to Closing. It is the intention of the parties that the Business shall be operated by Buyer from the date hereof through the twelve months ending December 31, 2005 on a stand-alone basis and in a manner consistent with the operation of the Business by Seller.
Post-Closing Operation of Business. The parties acknowledge that following the Closing, the Purchaser, as the sole shareholder, shall be entitled to operate the Company in the manner it determines.
Post-Closing Operation of Business. Until the earlier of December 31, 2001 and the time when Purchaser has paid the full Earnout Amount, if Purchaser directs or causes Company to take and/or refrain from taking any action or actions (each a "Purchaser Directive") which Sellers' Representative reasonably believes will have a material effect on 2000 EBITDA or 2001 EBITDA then Sellers' Representative shall, within fifteen (15) business days of the Purchaser Directive provide a written objection to the Purchaser's Board of Directors. After receipt of such objection notice, Purchaser shall, to the reasonable satisfaction of Sellers' Representative, (a) attempt to reassess and restructure the Purchaser Directive and/or (b) adjust the calculation of the Earnout Amount to account for the Purchaser Directive. If Purchaser and Sellers' Representative cannot reach agreement on appropriate modifications to the Purchaser Directive and/or the calculation of the Earnout Amount, then a third-party valuation and appraisal expert, selected by the agreement of Purchaser and Sellers' Representative, shall be engaged to provide an independent assessment of the effect of the Purchaser Directive on 2000 EBITDA and/or 2001 EBITDA, as applicable. The cost of such third-party valuation and appraisal expert shall be excluded from the calculation of 2000 EBITDA and/or 2001 EBITDA, as applicable. Notwithstanding the foregoing, the parties hereto agree that, unless otherwise agreed to by Purchaser and Sellers' Representative, for twenty-four (24) months from the Closing Date, Purchaser shall not relocate the Company's manufacturing operations from their present location in Salem, Virginia.
Post-Closing Operation of Business. (i) During the Earn-out Period, except to the extent set forth in Section 1.6(e)(i)
Post-Closing Operation of Business. From and after the Closing Date, and for so long as any Growth Premium is or may be payable to the Shareholders:
Post-Closing Operation of Business. Subject to the terms of this Agreement, subsequent to the Closing, Buyer shall:
Post-Closing Operation of Business. (i) The Buyer shall maintain separate accounting books and records for the Acquired Business until at least December 31, 2021.
Post-Closing Operation of Business. The Seller acknowledges that the Buyer makes no representation that this arrangement will generate any particular amount of Contingent Future Payments and Additional Contingent Payments and, since the amount of any such Contingent Future Payments and Additional Contingent Payments derives from the financial performance of the Acquired Business during the Measurement Period, it is possible that no Contingent Future Payments or Additional Contingent Payments will be earned. The Buyer does not have any obligation or owe any duty (whether fiduciary, contractual or otherwise) to the Seller to operate its business with the focus of maximizing or obtaining any portion of the Contingent Future Payments or the Additional Contingent Payments. Nothing in this Agreement provides the Shareholders with any right to employment or continued employment for any specified period that is in addition to any such rights provided by the Employment Agreements.
