Post-Closing Operation of the Business Sample Clauses

Post-Closing Operation of the Business. Subject to the terms of this Agreement, subsequent to the Closing, the Buyer shall have sole discretion with regard to all matters relating to the operation of the Business; provided, that the Buyer shall not, directly or indirectly, take any actions in bad faith that would have the purpose of avoiding or reducing any of the Earn-out Payments hereunder. Notwithstanding the foregoing, the Buyer has no obligation to operate the Business in order to achieve any Earn-out Payment or to maximize the amount of any Earn-out Payment.

Post-Closing Operation of the Business. (a) From and after the Closing Date, Buyer will have the power and right to control the business and operations of Buyer (including the Transferred Companies and the Business) in its discretion; provided that such business and operations shall be conducted using the good faith, reasonable business judgment of the officers, directors and other executives of Buyer consistent with reasonably prudent business practices; provided further, that Buyer will not take any action intended to reduce or eliminate the amount of any Earn-Out Payments to which Seller would otherwise be entitled. (a) Within 15 days of the Initial Earn-Out Measurement Date, Buyer shall deliver to Seller a statement (the “Initial Earn-Out Statement”) setting forth the Qualified MFLMS Customers as of the Initial Earn-Out Measurement Date, if any, and the aggregate percentage of MFLMS Gross Sales attributable to such Qualified MFLMS Customers. Within 15 days of the Final Earn-Out Measuring Date, Buyer shall deliver to Seller a statement (the “Final Earn-Out Statement” and, together with the Initial Earn-Out Statement, the “Earn-Out Statements”) setting forth (i) the Qualified MFLMS Customers as of the Final Earn-Out Measuring Date, if any, and the aggregate percentage of MFLMS Gross Sales attributable to such Qualified MFLMS Customers, (ii) the Qualified VA/LI Customers as of the Final Earn-Out Measuring Date, if any, and the aggregate percentage of VA/XX Xxxxx Sales attributable to such Qualified VA/LI Customers and (iii) any Earn-Out Payments to which Seller is entitled. (b) During the 30-day period after Buyer’s delivery of the applicable Earn-Out Statement, Seller shall be permitted to review the MFLMS Agreements, VA/LI Agreements and any books and records of the Buyer relating to the calculations of the aggregate percentage of MFLMS Gross Sales attributable to Qualified MFLMS Customers or the aggregate percentage of VA/XX Xxxxx Sales attributable to Qualified VA/LI Customers, as applicable. Unless Seller notifies Buyer prior to the end of such 30- day period of any objection (an “Earn-Out Notice of Objection”) to the calculation of such aggregate percentages or the Earn-Out Payments to which Seller is entitled, the applicable Earn-Out Statement shall become final and binding. Any Earn-Out Notice of Objection shall specify in writing in reasonable detail the nature and amount of any objections. (c) If Buyer properly delivers an Earn-Out Notice of Objection to Buyer within such 30- day peri...

Post-Closing Operation of the Business. Subject to the terms of this Agreement, subsequent to the Closing, the Buyer shall have sole discretion with regard to all matters relating to the operation of the Business and shall operate the Business in good faith and in the ordinary course of business and reasonably consistent with past practices of the Seller prior to the Closing. The Buyer shall not, directly or indirectly, take any actions in bad faith that could unreasonably restrict the achievement of the Earn-Out Payment, or which could have the purpose of avoiding or reducing any of the Earn-Out Payment hereunder. Notwithstanding the foregoing, the Buyer has no obligation to operate the Business in order to maximize the amount of any Earn-Out Payment.

Post-Closing Operation of the 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; provided, however, that for a period of 18 months following the Closing Date (or such earlier period as amounts outstanding under the Note are repaid in full or such longer period as any amounts remain outstanding under the Note, as the case may be): (i) Buyer shall operate the Company in good faith, (ii) Buyer shall not directly or indirectly sell or otherwise transfer all or substantially all of the equity or assets of the Company unless, as a prerequisite to such sale, the acquirer agrees in writing to assume (and to cause any subsequent acquirer to assume) the obligations of Bloomios with respect to payments remaining due under the Note, (iii) Buyer shall not divert, transfer or otherwise allocate earnings, income, revenue or sales or business opportunities from the Company that are originated or received by the Company or its representatives to any other business unit, division or affiliate of Buyer, and (iv) in the event that Buyer or its affiliates provide corporate, technology, marketing, accounting, legal or other professional services or administrative or back-office services to the Company, Buyer may allocate those expenses related to the services to the Company provided that such allocations are reasonable and appropriate in relation to the level of service provided. Notwithstanding the foregoing, Buyer has no obligation to operate the Company in a manner calculated to achieve, accelerate or maximize any payment under the Note.

Post-Closing Operation of the Business. Buyer's operation -------------------------------------- of the Division's business following the Closing Date.

Post-Closing Operation of the Business. (i) 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 Company; provided, that Buyer shall not, directly or indirectly, take any actions in bad faith, for the purpose of, or that could be reasonably foreseen to have the effect of avoiding or reducing any of the Earn-out Payments hereunder and shall continue to operate the business in the ordinary course, consistent in nature, scope and magnitude with its past practices. (ii) Without limiting the foregoing Section 1.04(e)(i), Buyer: (A) shall not, directly or indirectly, take any action or omit to take any action with the intent of distorting or manipulating the financial performance of Company or the Adjusted EBITDA or to unduly influence the achievement or failure to achieve any particular Adjusted EBITDA and corresponding Earn-out Payments; (B) shall not, directly or indirectly, discontinue or cease to offer or market any product or service offered by Company as of the Closing which contributes to the revenue of Company unless such product or service results in a loss or negative margin; (C) unless otherwise agreed to by Seller, shall cause Company to (I) retain and continue to employ or engage, as applicable, all Persons who are employees and independent contracts of Company as of the Closing (each, a “Retained Employee” or “Retained Contractor”, as applicable); (II) provide each Retained Employee with a substantially similar or better position, benefit plan and rate of pay as in effect at the Closing; and (III) retain each Retained Contractor at the same terms and conditions in effect at the Closing; provided, however, that nothing in this Section 1.04(e) shall prevent Buyer or Company from (x) terminating a Retained Employee due to his or her material violation of applicable company policy or material misconduct or (y) terminating a Retained Contractor due to his or her material misconduct or a material breach of his or her applicable independent contractor agreement; (D) shall maintain a financial reporting system that separately accounts for the Adjusted EBITDA for each Calculation Period in accordance with the EBITDA Principles; and (E) shall direct and contribute the operations, systems, and other assets and personnel primarily relating to the Business, whether now owned or hereafter acquired by Buyer or its Affiliates, to Company to reasonably support the maintenance and growth of Company’s bu...

Post-Closing Operation of the Business. The parties hereto agree that it is in their mutual best interests to maximize the financial performance of the Company following the Closing in order that Seller shall have a fair and reasonable opportunity to earn the Earn-out Payments. Notwithstanding the foregoing, subject to the terms of this Agreement, subsequent to the Closing, the Company shall have sole discretion with regard to all matters relating to the operation of the Company and the Business, including, but not limited to, the pricing of petroleum products, the setting of rebates for the purchase of petroleum product and, subject to compliance with the terms of Section 2.9.8 hereof, transferring ownership or any or all of the Properties to Affiliates of the Company or Buyer or to any third party, provided, that the Company and Buyer shall not, directly or indirectly, take any actions (or fail to take any action) in bad faith that would have the purpose of avoiding or reducing any of the Earn-out Payments, including by engaging in any activities or transactions which are intended to, or otherwise have, the effect of deferring the receipt or recognition of revenue or accelerating the payment or recognition of expenses taken into account in calculating the Earn-out Payments. Notwithstanding the foregoing, so long as the Company and Buyer do not intentionally operate the Business in a manner that is intended to minimize future Earn-out Payments, the Company and Buyer have no obligation to operate the Company or the Business in a manner that is intended to maximize the amount of any future Earn-out Payments.

Post-Closing Operation of the Business. The parties acknowledge that, subject to the terms provisions hereof and the Studio Agreement, Buyer shall be entitled in its sole discretion to operate its business in the manner it determines without regard to the effect thereof on the Bonus or this Agreement. The parties further acknowledge that Buyer may, in its sole discretion, sell, transfer or encumber any of the assets or assign or license any of its intellectual property, without the consent of Members.

Post-Closing Operation of the Business. Subject to the terms of this Agreement, after the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company.

Post-Closing Operation of the Business. Subject to the terms and conditions of this Agreement, subsequent to the Closing, Buyer will have the power and right to control the Business and operations of Buyer as Buyer sees fit in its sole discretion; provided, however, that Buyer shall (i) maintain the records of the Company required to calculate the Contingent Payments in a manner permitting preparation of financial statements consistent with GAAP and past Company practice and which permit determination of the Stockholders’ entitlement to the Contingent Payments as provided in this Section 1.05, and (ii) not willfully take any action that is primarily intended to adversely affect the ability of the Stockholders to earn the Contingent Payments. If the Buyer fails to comply with the requirement set forth in Section 1.05(g)(i), then in addition to the Contingent Payments for the then-current Calculation Period (as finally determined), Buyer shall pay interest at the rate of 8% on such Contingent Payments from the time that such Contingent Payments would have been paid but for the failure to comply with Section 1.05(g)(i). If the Buyer fails to comply with the requirement set forth in Section 1.05(g)(ii), then the Contingent Payments for the then-current Calculation Period shall be deemed earned by the Stockholders and the Buyer shall promptly pay such Contingent Payments to the Sellers’ Representative for delivery to the Stockholders in accordance with their Pro Rata Share. In the event there is a Proceeding regarding Buyer’s compliance or non-compliance with Section 1.05(g)(ii), the non-prevailing party shall be liable to the prevailing party for reasonable attorneys’ fees incurred by the prevailing party in connection with such Proceeding.