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.
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) 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.
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).
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. 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. Following the Closing, Sellers shall, at their sole cost and expense, maintain any support Software, hardware, or other Excluded Asset requested by Seller to complete the Migrations, operate the Business and use the Purchased Assets, including but not limited to: (i) maintaining and updating, on a daily basis, reference data from Sellers’ data warehouse that is used by Sellers to migrate customers from the SuperSalon branded Software to the Opensalon Pro Software until such time as all Regis Locations using the SuperSalon branded Software have Migrated to the Zenoti Software; (ii) maintaining and supporting the current Elastic ELK stack that is used in the operation of the Opensalon Pro Software until all Regis Locations have Migrated or the Elastic ELK stack is migrated to Amazon Web Services; (iii) maintaining at the same cadence the Sellers’ catalogue of products that synchronizes with the Opensalon Pro Software until such time as no Regis Location uses the Opensalon Pro Software; (iv) developing and supporting the integration of Zenoti Software into the Sellers’ branded mobile applications such that the Zenoti Software processes booking and queue requests from such mobile applications; and (v) maintain, operate and support the Opensalon Pro product at or above the pre- Closing levels of historical uptime, response time performance, integration with Regis back-office systems, and overall functionalities, until such time as all Regis Locations using Opensalon Pro have Migrated to the Zenoti Software. In the event that any Seller, by reason of its insolvency or otherwise, is unable to provide any support services required to be provided with respect to the Opensalon Pro Software or the Zenoti Software, including with respect to Sellers’ mobile
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. In the event that and for so long as Seller or any of its Affiliates is prosecuting, contesting or defending any Proceeding by or against a third party in connection with or relating to any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction relating to, in connection with or arising from the Business or the Transferred Entities, Purchaser shall, and shall cause its Affiliates (and its and their officers and employees and Representatives) to, reasonably cooperate with Seller and its counsel (at Seller’s sole cost and expense) in such prosecution, contest or defense, including making available its personnel, and providing such testimony and access to its books and records and other information as shall be reasonably necessary in connection with such prosecution, contest or defense; provided, that, nothing herein shall require Purchaser or its Affiliates to disclose any privileged information. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Seller shall retain full control of prosecuting, contesting, defending, compromising, settling or taking any other action related to or in connection with any Proceeding by or against a third party related to any Retained Businesses, whether arising before or after the Closing, and neither Purchaser nor its Affiliates shall have any rights in connection therewith; and further, Seller shall retain full responsibility, including any damages, attorneys’ fees, costs, sanctions, penalties, or other liabilities, obligations, or responsibilities arising from or relating to any such Proceeding by or against a third party related to any Retained Businesses, whether arising before or after the Closing, and neither Purchaser nor its Affiliates shall have any liabilities, obligations, or responsibilities in connection therewith.
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.
