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. 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. Notwithstanding anything to the contrary in this Agreement or otherwise, each of Buyer and Seller acknowledges, understands and agrees that: (a) the terms of this Section 2.10 and the possibility of receiving an Earnout Amount comprises a material inducement for Seller to enter into this Agreement; (b) Buyer and its Affiliates shall have the right to operate their businesses, including the Business, in the sole discretion of Buyer and its Affiliates and make all decisions with respect to Buyer and its Affiliates (including the Business) in their sole discretion, including with respect to the offering and pricing of any Business Products; provided, that, Buyer shall maintain separate books and records of the Business to the extent necessary to fulfill Buyer’s obligations with respect to this Section 2.10; (c) Buyer and its Affiliates have no obligation to operate the Business in order to achieve any Earnout Amount; (d) the Total Store Count and the Total Revenue targets contemplated herein are speculative and are subject to numerous factors, including factors outside the control of Buyer and its Affiliates; (e) there is no assurance that Seller will receive any Earnout Amount and neither Buyer nor its Affiliates has promised or projected payment of any Earnout Amount; (f) neither Buyer nor its Affiliates owe a fiduciary or express or implied duty to Seller as a result of the transactions contemplated by this Section 2.10; (g) the contingent right of Seller to receive any Earnout Amount is not an investment in Buyer or its Affiliates and such contingent right shall not entitle Seller to any rights as equityholders of Buyer or its Affiliates, are not transferable and shall not be represented by any form of certificate or other instrument; and (h) the parties hereto solely intend the express provisions of this Agreement to govern all of their rights and obligations, if any, with respect to the Total Store Count, Total Revenue and Earnout Amounts contemplated pursuant to this Section 2.10; provided, however, that, (i) Buyer shall not take any action, or refrain from taking any action with the primary purpose of causing an Earnout Amount to not be payable hereunder or (ii) sell, exchange or transfer all or substantially all of the Purchased Assets to a third party in a single transaction or series of related transactions unless such third party expressly assumes the obligations of Buyer under this Section 2.10.
Post-Closing Operation of the Business. Subject to the terms of this Agreement, and the other ancillary documents, subsequent to the Closing, Buyer shall have sole discretion with regard 7
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. 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. Xxxxxx agrees that as of the Closing Date and at any time thereafter, except as otherwise expressly provided herein or as permitted by express prior written consent of Buyer:
Post-Closing Operation of the Business. Subject to the terms of this Agreement and the other Ancillary Agreements, subsequent to the Closing, the Buyer shall have sole discretion with regard to all matters relating to the operation of the Business and the Integrated GEE Production Businesses. In that regard, neither the Buyer nor any of its Affiliates shall have any obligation to operate the Business or the Integrated GEE Production Businesses in order to achieve any Earn-out Payment or to maximize the amount of any Earn-out Payment, provided that no action shall be undertaken in bad faith to avoid such Earn-out Payment.
Post-Closing Operation of the Business. Subject to the terms of this Agreement and the other Transaction Agreements, subsequent to the Closing, Purchaser shall have sole discretion with regard to all matters relating to the operation and funding of the Company; provided, however, Purchaser acknowledges that its business objectives are aligned with the Company’s achievement of each Milestone, and as of the Effective Date Purchaser’s management team intends that Purchaser’s business objectives will remain aligned with the achievement of each Milestone during the Earn-Out period and, provided that these objectives remain aligned in Purchaser’s sole discretion, will make reasonable efforts to achieve said Milestones consistent with Purchaser’s overall business objectives (provided for the avoidance of doubt that a goal of not paying the Earn-Out shall not be deemed an appropriate business objective for the purpose hereof). Notwithstanding anything to the contrary herein, (i) Purchaser has no obligation to operate or fund the Company in order to achieve any Milestone, (ii) any Earn-Out Payment is speculative and is subject to numerous factors outside the control of Purchaser, (iii) there is no assurance that the Selling Shareholders will receive any Earn-Out Payment, (iv) Purchaser undertakes to update quarterly the Holder Representative on the progress and any development in achieving the Milestones and (v) the parties solely intend the express provisions of this Agreement and the Transaction Agreements to govern their contractual relationship.
