Purchaser Covenants after Closing Sample Clauses

Purchaser Covenants after Closing. Purchaser covenants and agrees that it shall, from and after the Closing Date (unless otherwise agreed with Seller), do each of the following:
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Purchaser Covenants after Closing. Purchaser covenants and agrees that it shall, from and for one (1) year after the Closing Date (unless otherwise agreed with Seller), upon reasonable advance notice, afford to Seller’s and its Affiliates’ officers, independent public accountants, attorneys, consultants and other representatives, reasonable access during normal business hours to the books and records of the Companies.
Purchaser Covenants after Closing. Purchaser covenants and agrees that it shall, from and after the Closing Date (unless otherwise agreed with Sellers), upon reasonable advance notice, afford to Sellers’ officers, independent public accountants, attorneys, consultants and other representatives, reasonable access during normal business hours to the Purchased Assets and the Assumed Liabilities and all books and records pertaining to the Purchased Assets and the Assumed Liabilities. To the extent that such Purchased Assets and Assumed Liabilities include information management systems, the Purchaser’s officers, consultants and other representatives shall provide the Sellers with access to such information management systems on a royalty-free basis solely for the purpose of enabling the Sellers to conduct an orderly wind-down of the Sellers’ operations until such time as the wind-down is completed. Sellers expressly acknowledge that nothing in this Section is intended to give rise to any contingency to Sellers’ obligations to proceed with the transactions contemplated herein.
Purchaser Covenants after Closing. Purchaser covenants and agrees that it shall, from and after the Closing Date (unless otherwise agreed with Sellers), upon reasonable advance notice, afford to Sellers’ officers, independent public accountants, attorneys, consultants and other representatives, reasonable access during normal business hours to the Purchased Assets and the Assumed Liabilities and all books and records pertaining to the Purchased Assets and the Assumed Liabilities. To the extent that such Purchased Assets and Assumed Liabilities include information management systems, the Purchaser’s officers, consultants and other representatives shall provide the Sellers with access to such information management systems on a royalty-free basis solely for the purpose of enabling the Sellers to conduct an orderly wind-down of the Sellers’ operations until such time as the wind-down is completed. Sellers expressly acknowledge that nothing in this Section is intended to give rise to any contingency to Sellers’ obligations to proceed with the transactions contemplated herein. 8.14 Access to Headquarters. For a period of thirty (30) days following the Closing Date, the Sellers shall allow Purchaser reasonable access to the Headquarters and the San Diego Studio during regular business hours at Purchaser’s sole expense for the purpose of moving or transferring any Purchased Assets located at the Headquarters or such studio. The Purchaser agrees to remove the Purchased Assets during the such time period and the Purchaser shall be responsible for any damage to the Purchased Assets or the Headquarters during such removal. The parties acknowledge that Sellers’ resources and personnel are limited. To the extent that Purchaser requires or requests services of Sellers’ employees after the Closing, Purchaser agrees to pay the reasonable and customary costs of such employees to assist in the transition. 8.15

Related to Purchaser Covenants after Closing

  • Purchaser Covenants Purchaser shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by Purchaser under this Agreement at or prior to the Closing Date; and

  • Buyer Covenants Buyer covenants and agrees with Seller as follows:

  • Seller Covenants Seller covenants and agrees as follows:

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Obligations After Closing After the Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties; provided, however, that this Section 10.13(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.13(c) or Section 10.14; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.14) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) to one or more potential purchasers of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viii) to the extent necessary, to enforce this Agreement; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made agree to be bound by this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Cooperation After Closing From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • Purchaser’s Covenants The Purchaser will have performed and complied with all covenants, agreements and conditions as required by this Agreement.

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