Post-Closing Operations. As required by the Settlement Agreement, Buyer hereby covenants and agrees that Buyer shall (and shall cause any successor or assign of Buyer to) cause the Facilities to remain in service for a minimum of eighteen (18) months following the Closing Date.
Post-Closing Operations. After the Closing, ACQUIRED COMPANY will be a wholly-owned subsidiary of the Company subject to the terms and conditions outlined in this Agreement. ACQUIRED COMPANY shall be responsible to report to the Company all financial matters and newsworthy events as they materialize, as Seller recognizes Company is a publicly traded company and has certain material obligations of disclosure pursuant to state and federal laws, statutes and regulations.
Post-Closing Operations. The Buyer acknowledges that it is an experienced and knowledgeable owner and operator of facilities and assets similar to the Business and will be responsible for and will rely on its own expertise and resources in conducting the Business from and after the Closing.
Post-Closing Operations. The ownership and operation of the Assets and Business from and after the Closing Date.
Post-Closing Operations. All liabilities and obligations arising out of events or transactions after the Closing in connection with the operation of the Business by Buyer;
Post-Closing Operations. After the Closing, Sellers will be subsidiaries of the Company subject to the terms and conditions outlined in this Agreement. Sellers shall be responsible to report to the Company all financial matters and newsworthy events as they materialize, as Sellers recognizes Company is a publicly traded company and has certain material obligations of disclosure pursuant to state and federal laws, statutes and regulations.
Post-Closing Operations. 7.1 During the Earnout Period, Purchaser shall:
(a) Retain the Ongoing Business in existence in full force and effect and maintain each Company Entity in good standing in each jurisdiction where the nature of the Ongoing Business requires the Company Entities to be qualified to do business;
(b) Cause the Company Entities to: carry on and maintain the Ongoing Business in the ordinary course of business and in substantially the same form, style and manner as heretofore operated by the Company Entities; perform, in all material respects all of the material agreements, leases and documents of the Company Entities in the ordinary course of business subsequent to the Closing; use their best efforts to preserve, intact, the relationships with their customers, employees and others having business relations with the Ongoing Business; and conform principles set forth in the definition of “EBITDA”;
(c) Cause the Company Entities, each fiscal quarter, to set aside an amount equal to the estimated Earnout payment for that quarterly period into a separate account that is noted as being available for payment to the Sellers, and not use such funds for any purpose other than satisfaction of Purchaser’s obligation to pay the Earnout Payment.
7.2 Without limiting the generality of Section 7.1 and in furtherance and not in limitation thereof, the Purchaser shall, during the Earnout Period:
(a) Cause the Company Entities only to engage in the Ongoing Business engaged in by the Company Entities prior to the Closing and such other and further business lines to which any Active Shareholder may consent, such consent not to be unreasonably withheld;
(b) Promptly advise the Active Shareholders of any event, condition or occurrence which inhibits or limits or is likely to prevent, inhibit or limit Purchaser from satisfying, in full and on a timely basis, any material covenant, term or condition herein contained;
(c) Use its best efforts to obtain and/or maintain all licenses, consents or approvals (from every governmental or regulatory body, or other person) required to be obtained and/or held by Purchaser for or with respect to the Ongoing Business;
Post-Closing Operations. Purchaser further hereby agrees to indemnify, defend and hold harmless Seller and Seller's related persons from and against all Claims asserted against, resulting to, imposed upon or incurred by Seller with respect to (a) any of the Assumed Liabilities, (b) the ownership, operation, use or enjoyment of the Assets by Purchaser after the Closing or (c) obligations under the Illume Contracts arising after the Closing.
Post-Closing Operations. During the period commencing on the Closing Date and ending on the last day of the Earnout Period, subject to the other terms of this Agreement and the other Transaction Documents, Purchaser use commercially reasonable efforts to operate the Company and the Business to both retain its present post-Close value as well as to maximize its long-term value. Purchaser shall have sole discretion to all matters relating to the operation of the Company and the Business and while Purchaser shall have no obligation to operate the Company and the Business in order to achieve any estimated Earnout Amount, Purchaser shall be subject to the terms, limitations and restrictions set forth in this Section 1.7 or elsewhere in the Agreement and shall operate the Company and the Business in good faith in a commercially reasonable matter at all times and shall not take any actions in bad faith that would have the purpose of eliminating or reducing the amounts payable pursuant to Section 1.3; provided, further, that notwithstanding anything contained herein to the contrary, during the period prior to Seller's selection of the Earnout Period:
(i) Purchaser will not impute general corporate expenses nor outside operating expenses of the Parent or Inspira to the Company; provided, however, that the Company must provide accounting and financial information consistent with the obligations of Parent as a public company which information shall be subject to independent audit, and, if the Company is unable to provide such information, Purchaser will invoice the Company for the cost of obtaining the information.
(ii) Purchaser will cause the Company to maintain the current level of salary and benefits to its employees (not including Seller) and will incur ordinary course expenses consistent with past operations.
(iii) Seller will not cause the Company to increase Seller's compensation or make bonus payments to Seller in connection with Seller's employment without the prior written consent of Purchaser or as mutually agreed upon by the Parties set forth in the Employment Agreements set forth in Exhibits B-1 and B-2 attached hereto.
(iv) Purchaser will not cause the Company to terminate the employment with the Company of Seller other than pursuant to the Employment Agreement for "cause".
Post-Closing Operations. For a period of eighteen (18) months following the Closing Date, Seller shall not wind up its affairs or dissolve or liquidate its corporate existence. Notwithstanding the foregoing, Seller may be acquired by or merged with another entity without violating this Section 6.9.
