Post-Closing Operation of the Company. 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, that 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, Buyer has no obligation to operate the Company in order to achieve any Earn-out Payment or to maximize the amount of any Earn-out Payment.
Post-Closing Operation of the Company. The Buyer acknowledges that given the method in which the Earn-out Payment is calculated, it is critical that the Buyer preserves the essence and character of the Business during the Calculation Period.
Post-Closing Operation of the Company. Notwithstanding anything herein to the contrary, following the Closing and until December 31, 2021, the Buyer and its Affiliates, including Parent, shall:
Post-Closing Operation of the Company. Except as explicitly provided below in this Section 2.13, Parent will have sole discretion with regard to all matters relating to the operation of the BioD Companies after the Closing; provided, however that Parent covenants and agrees, until the end of the Second Earn Out Year: (i) to manage the business and affairs of the BioD Companies in good faith, (ii) not to undertake any action with the intent to limit, delay or thwart the vesting of any Earn Out Payment or Product Payment, (iii) to maintain a separate accounting of the Net Sales of the BioD Companies and complete and accurate books and records relevant to those Net Sales and allow Representative reasonable access to examine those books and records upon reasonable notice; (iv) not to prohibit the BioD Companies from selling any current or future BioD Company Products to any clinical specialty outside the Field; and (iv) to pursue **** necessary to ****.
Post-Closing Operation of the Company. Following the Closing, Mobix will have sole discretion with regard to all matters relating to the operation of the Surviving Company; provided, however, that, during the period beginning on the Closing Date and ending on January 1, 2026, Mobix and its affiliates shall (A) not take any action or omit to take any action in bad faith to avoid or reduce, or with the primary purpose of avoiding or reducing, the 2024 Earn-Out and/or 2025 Earn-Out, (B) not transfer all or substantially all of the assets of the Surviving Company to an unrelated third party unless such party assumes the earn-out obligations under this Section 3.04 as if it were Mobix and (C) provide reasonable marketing, sales, manufacturing, shipping and service support to the Surviving Company.
Post-Closing Operation of the Company. Purchaser shall cause the Company to operate its business in accordance with the following requirements until the final determination and payment, if any, of the Contingent Purchase Price, except with the prior written consent of Seller:
Post-Closing Operation of the Company. Subsequent to the Closing, Purchaser shall have sole discretion with regard to all matters relating to the operation of the Company and any Subsidiary and shall operate the Company in any way it deems appropriate; provided, however, that from the Closing through the Earn-Out Years: (i) Purchaser shall not intentionally take any action the purpose of which is to decrease the Earnout Payment; provided that any action taken to comply with GAAP or upon the advice of Purchaser’s auditors shall not be deemed to be an action intentionally taken to decrease the Earnout Payment; (ii) Purchaser shall not sell, liquidate or otherwise dispose of the operations or equity interest in the Company unless the party acquiring such operations or ownership interest expressly agrees in writing to be bound by the post-Closing terms of this Agreement (including this Section 1.11) and to assume, and does in fact assume, all of Purchaser’s obligations under this Agreement (including this Section 1.11). For avoidance of doubt, Purchaser has no obligation to operate the Company or any Subsidiary in order to achieve any Earn-Out Payment or to maximize the amount of any Earn-Out Payment.
Post-Closing Operation of the Company. (a) The Company has prepared and delivered and the Purchaser has accepted and agreed the financial plan attached in Section 3.11(d) of the Disclosure Schedule (the "Budget") for the Company for the Determination Period.
Post-Closing Operation of the Company. Subject to the terms of this Agreement and the other Transaction Agreements, subsequent to the Closing, during the Earnout Period, Purchaser shall:
Post-Closing Operation of the Company. Other than the obligations and Liabilities with respect to which the Purchaser Indemnified Parties have right to indemnification hereunder, the Company shall remain responsible for its own obligations and Liabilities to the extent arising from the operation of the Business from and after the Closing.
