Common use of Post-Closing Operation of the Business Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Patriot National, Inc.), Asset Purchase Agreement (Patriot National, Inc.), Asset Purchase Agreement (Patriot National, Inc.)

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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, including, but not limited to; 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Patriot National, Inc.)

Post-Closing Operation of the Business. Subject Upon the terms and subject to the terms conditions of this Agreement, subsequent to the Closing, the Buyer Purchaser shall have sole discretion with regard to all matters relating to the operation of the Business; provided, that the Buyer and Purchaser 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 or maximize the Earn-out Payment or to maximize the amount of any Earn-out Out Payment.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Powersecure International, Inc.)

Post-Closing Operation of the Business. Subject to the terms of this AgreementAgreement and the other Transaction Documents, 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 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Synalloy Corp)

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 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 would have the purpose of avoiding or reducing any of the Earn-out Payments Out Payment 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Patriot National, Inc.)

Post-Closing Operation of the Business. Subject to the terms of this Agreement, subsequent to the Closing, the Buyer shall will 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 for the purpose of avoiding or reducing any of the Earn-out 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 Paymentprovided for under this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ladenburg Thalmann Financial Services Inc.)

Post-Closing Operation of the Business. (i) 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 BusinessCompany; provided, that the Buyer shall not, directly or indirectly, take any actions in bad faith faith, for the purpose of, or that would could be reasonably foreseen to have the purpose effect of avoiding or reducing any of the Earn-out Payments hereunder. Notwithstanding the foregoing, the Buyer has no obligation hereunder and shall continue to operate the Business business in order to achieve any Earn-out Payment or to maximize the amount of any Earn-out Paymentordinary course, consistent in nature, scope and magnitude with its past practices.

Appears in 1 contract

Samples: Equity Purchase Agreement (CUI Global, Inc.)

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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 effect of avoiding or reducing any of the Earn-out Payments Out Payment hereunder. Notwithstanding the foregoing, the Buyer has no obligation to operate the Business in order to achieve any Earn-out Out Payment or to maximize the amount of any Earn-out Out Payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (Upexi, Inc.)

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 for the sole 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (CUI Global, Inc.)

Post-Closing Operation of the Business. Subject to the terms of this AgreementAgreement and the Ancillary Documents, 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 Payment hereunder. Notwithstanding the foregoing, the Buyer has no obligation to operate the Business in order to achieve any the Earn-out Payment or to maximize the amount of any the Earn-out Payment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Astronics Corp)

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