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. 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. 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. 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. Subject to the terms of this Agreement, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company and its Business. Buyer has no obligation or duty to operate the Company or the Business in order to achieve any Earn-Out for Sellers. Notwithstanding anything to the contrary contained herein, Buyer shall not take, and shall cause the Company to not take, any action the sole purpose of which is to avoid or reduce the amount of any Earn-Out.
Post-Closing Operation of Business. From the Closing Date and through December 31, 2024, Acquirer agrees to operate the Business in good faith and shall not willfully take any action or willfully omit to take any action for the primary purpose of avoiding paying, or reducing, the Milestone Payments.
Post-Closing Operation of Business. (a) The Sellers and Bxxxx acknowledge and agree that the Sellers have material financial interests in the GP Co-Investments and the Promotes that will remain outstanding following the consummation of the Closing. To that end, with respect to the GP Co-Investments and Promotes retained by the Sellers, Buyer shall, and shall cause any controlled Affiliate thereof and any controlled Company Entity managing any Fund or Investment JV to which such GP Co-Investments and Promotes relate to, act with the care an ordinarily prudent institutional real estate advisor in a like position would exercise under similar circumstances. In addition, Buyer shall not, and shall cause its Subsidiaries and controlled Affiliates not to, directly or indirectly, take any action with the primary purpose and intent of avoiding or reducing the value of any GP Co-Investment or the Promote payable to any Seller.
(b) Seller “Clawback” Liability.
(i) The Sellers and Buyer acknowledge that, pursuant to Section 11.7 of the Fund VII LPA, to the extent there exists any “LP Shortfall” (as defined in the Fund VII LPA), then amounts may be held back from the Fund VII final liquidating distribution, and if such distribution is insufficient, then the Cxxxxxx Promote Partner (as defined in the Fund VII LPA) may be required to make a contribution to Fund VII on the terms described therein. In recognition of the foregoing, the Sellers and Buyer agree that, solely with respect to the real property investments set forth on Section 6.13(b) of the Disclosure Schedules (the “Applicable LP Commitment Investments”), Buyer may cause the Fund VII general partner to withhold and escrow a portion of Promotes, if any, otherwise payable to Sellers in respect of the Applicable LP Commitment Investments; provided, that (A) the aggregate amount that Buyer may cause the Fund VII general partner to withhold shall not exceed 33% of Promote otherwise distributable to the Seller in respect of such Applicable LP Commitment Investment, (B) amounts so withheld by the Fund VII general partner shall be withheld for application to the LP Shortfall only to the extent of such LP Shortfall or otherwise released to Seller, within thirty (30) days of the date on which Fund VII makes its final liquidating distribution in accordance with Section 11.2 of the Fund VII LPA and (C) in no event shall any Seller be required to return any distribution of Promote actually received by such Seller in accordance with the terms hereof to Buyer o...
Post-Closing Operation of Business. Subject to the terms of this Agreement, subsequent to the Closing, Buyer shall:
(i) Maintain accounting records showing the Qualified Revenue and, if applicable, Additional Qualified Revenue by customer through the end of the Year 2 Earn-Out Period; and
(ii) Operate the Business and Purchased Assets in a manner not intentionally designed to reduce or eliminate the amount of Qualified Revenue, but with due regard for practical business considerations.
