Post-Closing Support. Seller acknowledges that Seller is a single asset entity with no assets or sources of income other than the Property, and that Seller may, after the Closing, transfer all or any portion of the proceeds received by Seller hereunder to another entity. Accordingly, in order to support Seller’s obligations under this Agreement that survive the Closing, Seller agrees that at all times during the period extending one (1) year following the Closing Date (the “Survival Period”), Seller shall maintain at a bank or other financial institution identified to Buyer a minimum liquid tangible net worth (the “Minimum Net Worth”) of at least Five Hundred Thousand Dollars ($500,000.00). Seller shall cause an officer of Seller to certify and deliver to Buyer at Closing, a current statement from the financial institution at which these funds are held, evidencing the existence and liquidity of the funds designated to satisfy such requirement. Seller represents, warrants and covenants that such funds representing the Minimum Net Worth have not been and will not be pledged or made available to, or set aside or designated for the benefit of, another creditor or potential creditors, or provided as credit support as they have been hereunder to satisfy any other debts or liabilities, contingent or otherwise, and shall be fully available to satisfy any claims of Buyer hereunder throughout the Survival Period (and any additional period during which the Minimum Net Worth is to be maintained as provided below). Upon Buyer’s request, on the first day of the third full calendar month following the Closing Date and quarterly thereafter during the Survival Period (and any additional period during which the Minimum Net Worth is to be maintained as provided below), an officer of Seller shall certify to Buyer in writing Seller’s continuing compliance with the requirements of this Section 11.21. The Minimum Net Worth need not be maintained following the Survival Period, provided, however, if Buyer has instituted judicial proceedings during the Survival Period asserting a claim in good faith against Seller for a default or other claim available to Buyer under this Agreement or any document executed by Seller at the Closing. Seller agrees to continue to maintain the Minimum Net Worth, and to provide the quarterly certifications set forth above in this Section 11.21, until such claim has been fully resolved.
Post-Closing Support. (a) In the event and for so long as Buyer or the Company is contesting or defending against any Action in connection with any fact, situation, circumstance, status, condition, activity, practice, plan occurrence, event, incident, action, failure to act, or transaction involving the Company or the MMTC License prior to Closing, Seller will reasonably cooperate with the contest or defense and provide such testimony and access during normal business hours to all reasonably relevant books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost of the Buyer.
(b) In the event and for so long as Buyer or the Company actively is prosecuting any variance applicable to the MMTC License, Seller will reasonably cooperate with such prosecution and provide all reasonably requested assistance, all at the sole cost of Buyer.
(c) After the Closing, the Seller shall reasonably cooperate with and assist Buyer or any of its respective designees, and its accountants, in the compilation and preparation of all financial statements and financial statement schedules of the Seller and the Company and reports of the Company’s accountants as may be necessary for Buyer to comply in a timely manner with any applicable reporting and disclosure requirements.
Post-Closing Support. Seller agrees to support the existing Trend computer system for a period not to exceed six (6) months after closing. Seller agrees to run parallel with Buyer’s new computer system 30 days prior to conversion and will provide two years of historical data regarding the business conducted at the Facility for downloading into Buyer’s new system. The framework for the technology support and additional equipment list with costs that Seller will provide to Buyer is attached to this agreement and identified as Schedule 9-1. Seller also agrees to provide administrative support for the processing and application or payment of customer receivables and vendor invoices in accordance with the terms and conditions set forth on Schedule 9-1.
Post-Closing Support. After the Closing, Seller shall reasonably cooperate with Purchaser and furnish to Purchaser such information, evidence, testimony and other assistance as Purchaser may reasonably request in connection with actions, proceedings, arrangements or disputes of any nature involving or affecting the Assets or Business which relate to matters which occurred prior to the Closing and in which Seller was involved or has any records, information or knowledge. Any out-of-pocket costs or expenses incurred by Seller or its employees pursuant to this Section 7.5 shall be reimbursed by Purchaser.
Post-Closing Support. For a period of one year following Closing, Buyer shall grant to Seller and Holding Company a license or lease agreement to use certain demised space at 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxx, to support their wind-down operations. The terms and conditions of such license or lease will be reasonably negotiated by Xxxxx and Seller prior to the Closing.
Post-Closing Support. (a) Following the Closing, in the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any Party, each of the other Parties will reasonably cooperate with the contesting or defending Party and his or its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Article 7 below).
(b) From and after the Closing for a period of seven (7) years and during normal business hours and after providing the other Party with reasonable notice, Sellers will provide Purchasers reasonable access to those books and records included in the Excluded Assets, for any reasonable business purpose, and Purchasers will provide Parent or Sellers reasonable access to those books and records included in the U.S. Acquired Assets and U.K. Acquired Assets, for any reasonable business purpose.
(c) Notwithstanding the provisions of Sections 6.1(a) and 6.1(b), while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 6.1, as to records or other information directly pertinent to such dispute, the parties may not utilize this Section 6.1 but rather, absent agreement, must utilize the available rules of discovery.
Post-Closing Support. S&N shall provide the Vendor with reasonable support at no cost for a period not to exceed six months following Closing in connection with the Vendor’s need to comply with public reporting obligations, such support to include access to accounting personnel; provided that S&N shall not be obligated to incur any out of pocket costs in connection with the provision of such support.
Post-Closing Support. Buyer shall have sole discretion with regard to all matters relating to the operation of the Company following Closing; provided, however, that between Closing and December 31, 2021, subject to the terms of this Agreement, Buyer shall not, directly or indirectly, take any actions in bad faith that have the primary purpose of causing the Companies to not operate in the Ordinary Course of Business or of deferring, delaying or impairing Eligible Net Revenues.
Post-Closing Support. For a period not to exceed ninety (90) days after the Closing, Buyer and Seller shall each provide to the other such clerical support and assistance as may be reasonably requested to enable it to discharge its obligations after Closing, to make an orderly transition in the transfer of the business, as contemplated by this Agreement, and to retain such records as may reasonably be required. Neither Buyer nor Seller will be reimbursed for any expenses thereof without the prior written consent of the reimbursing party.
Post-Closing Support. (a) Following the Closing, Sellers shall make Mr. Fletcher Platt, Chairman of the Board of BAC, available to Xxxxx xx xxxxxxe consulting and other transitional services on all matters pertaining to the Purchased Business to facilitate the successful transfer of the Purchased Business and the integration of the Transferred Employees into the business of the Buyer, upon the request of Buyer, through at least June 1, 2000. In consideration of Mr. Platt's services, Buyer shall pay to Sellers a fee in the amoxxx xx $000 per hour of Mr. Platt's services. Following the Closing, Sellers shall, if xxxxxxxxx xx Buyer, provide Buyer with various transitional administrative services including, but not limited to, accounting, invoicing, and human resource services, through at least June 1, 2000. Sellers shall provide such administrative services for a fee to be determined in accordance with the rate schedule attached as Exhibit 7.04 hereto.
