Post-Closing Operations of the Company. Parent and the Members agree -------------------------------------- that without the prior consent of Parent and the Member Representative, neither Parent nor the Members will take any action during calendar year 1999 which will materially change the manner in which the Company is operated after the Closing.
Post-Closing Operations of the Company. Purchaser agrees to maintain the separate corporate existence of the Company until the Second Variable Payment Date. From the Closing Date through the Second Variable Payment Date, Purchaser shall not operate the Company in a manner inconsistent with commercially reasonable practices nor do anything in bad faith with the intent to decrease the Contribution to EBITDA. Such covenant of Purchaser shall not prohibit Purchaser from ceasing any operations if it would not be commercially reasonable to continue such operations. Purchaser shall also comply with those certain covenants set forth in Schedule 1.8 hereto.
Post-Closing Operations of the Company. (a) The Subscribers and Partnership acknowledge and agree that a portion of the consideration to be paid to the Subscribers for the Transferred Units is contingent upon the Company achieving the Net Revenue targets set forth in Section 2.1(b) for the one (1) year period ending December 31, 2007 (the “Earnout Period”) and that the efforts of the Subscribers will be a significant factor in the Company’s ability to achieve the Net Revenue targets during the Earnout Period. In furtherance of the foregoing, the parties hereto agree that during the Earnout Period the Partnership shall not, and shall not cause the Company to terminate the employment of any Subscriber other than for Cause (as defined in that Subscriber’s Employment Agreement). Notwithstanding any other provision of this Agreement, the Partnership agrees that it will take no action, and shall not cause any action to be taken, that is reasonably likely to adversely affect in any material respect the Company’s ability to meet any of the Net Revenue targets set forth in Section 2.1(b).
Post-Closing Operations of the Company. Each of Seller and the Company covenants and agrees that following the Closing the Company shall operate in accordance with (and each of Buyer and Seller agree that following the Closing their respective Membership Interests in the Company shall be governed by) the Fifth Amended and Restated Operating Agreement of the Company, substantially in the form annexed as Exhibit A hereto (the "Amended and Restated Operating Agreement"), which is being executed and delivered by Buyer, Seller and the Company concurrently with this Agreement and effective as of the Closing. Each of Seller and the Company represents and warrants that the terms and conditions of this Agreement, and the terms and conditions of the Amended and Restated Operating Agreement, and the authorization, execution, delivery, effectiveness and performance of each of the foregoing, are not in contravention of the Articles of Organization, any prior operating agreement of the Company, or any other contract, agreement, arrangement or commitment of the Company. To the extent there is any conflict between the terms set forth in the Amended and Restated Operating Agreement and the Articles of Organization or any other governance document of the Company, the Company agrees (and each of Buyer and Seller agree) to amend such Articles of Organization and/or other governance document to conform with the Amended and Restated Operating Agreement.
Post-Closing Operations of the Company. The Company covenants and agrees that following the Closing the Company shall operate as set forth herein. The Company represents that the terms and conditions herein are not in contravention of the Certificate of Formation, the By-Laws or any Limited Liability Company Operating Agreement of the Company. To the extent there is any conflict between the terms set forth herein and the Certificate of Formation, the By-Laws or any Limited Liability Company Operating Agreement, the Company agrees to amend, unless prohibited by law, the Certificate of Formation, the By-Laws or any Limited Liability Company Operating Agreement to conform herewith.
Post-Closing Operations of the Company. (1) During and with respect to the period commencing on the date hereof and ending on the date on which Milestone 3 is to be calculated, Purchaser shall conduct the Business in the Ordinary Course of Business, and, unless otherwise agreed upon by the Parties, acting reasonably: (i) the Company shall be maintained as a separate entity from the Purchaser and its Affiliated to facilitate calculation of the Bonus Consideration amounts, if any; (ii) the calculation of the amount of Bonus Consideration shall not include any amount of general overhead and administration expenses of the Purchaser and its Affiliates (other than the Company) that may be allocated to the Company; and (iii) to the extent that the Company undertakes any acquisitions, the financial consequences of such transactions, including (without limitation) transaction expenses and revenue and expenses associated with the acquired business will not be included in the calculation of Bonus Consideration.
Post-Closing Operations of the Company
