Seller's Post-Closing Covenants. From and after the time of Closing, Seller covenants and agrees as follows:
Seller's Post-Closing Covenants. From and after the time of Closing, Seller and each Selling Stockholder, severally and not jointly, agree as follows:
(a) Seller shall pay, and the Selling Stockholders shall cause Seller to pay, all of Seller's liabilities (other than the Assumed Liabilities) as and when due, including without limitation any liabilities to trade creditors not assumed by Buyer.
(b) Seller shall pay, and the Selling Stockholders shall cause Seller to pay, all sales, use and income taxes which result of consummating the transaction set forth in this Agreement, if any, as and when due. Neither Seller nor the Selling Stockholders shall permit any governmental lien to attach to the Purchased Assets, and Seller shall satisfy, and the Selling Stockholders shall cause Seller to satisfy, or otherwise discharge any lien which does attach to the Purchased Assets, as a result of consummating the transaction set forth in this Agreement.
(c) Within ten (10) days after Closing, Seller and the Selling Stockholders will calculate the aggregate amount of financial credits owed by Seller to its distributors in connection with shopping cart orders received directly by Seller, and will make a cash payment to Buyer in the aggregate amount of such financial credits.
(d) Seller shall use its best efforts to cause all Reseller and Affiliate Contracts provided to Buyer at Closing to be assigned to Buyer promptly after Closing.
(e) Within thirty (30) days after Closing, Seller shall dissolve or change its legal name to a name that does not include the words "Superior Training Solutions," "STS" or any derivation thereof, and shall discontinue any use of the trade names "Superior Training Solutions" or "STS."
Seller's Post-Closing Covenants. 11.1 Subject to Closing having occurred, the Seller undertakes to the Purchaser not to make or pursue, and procure that none of the Seller’s Affiliates pursue, any claim against the Target Companies or their respective subsidiaries or their respective directors, officers, employees or agents in connection with them assisting the Seller in giving the Warranties and/or entering into this Agreement or any documents entered into pursuant to this Agreement.
11.2 The Seller shall not and undertakes to procure that the Seller’s Affiliates will not, directly or indirectly, do any of the following things:
11.2.1 within two (2) years from the Closing Date, be engaged or interested in any business within the Territory (as defined in Clause 11.7) which competes with, or is established with a view to compete with, the business of the Target Companies as it was carried out at or twelve (12) months prior to the Closing Date. This Clause shall not prevent the holding of shares in a listed company for investment purposes only where the Seller and/or its Affiliate do not exercise, directly or indirectly, any management function in the company concerned or any material influence in that company, which shall be (without limitation) taken to be the case if the shares do not confer more than five per cent of the votes which could normally be cast at a general meeting of the company;
11.2.2 within three (3) years from the Closing Date, use or include “OYO”, “VOYO” or the logo “”the OYO (fig.) or the OYO (fig.) in any trade xxxx, sign, name, business name, domain name or sub-domain ((including, without limitation, (i) as from the Slovenian Closing xxxx.xx, xxxx.xx, and xxxx.xx and (ii) as from the Croatian Closing xxx.xx and xxx.xxxxxxx.xx) or use any confusingly similar name, sign or xxxx, in each case in the Territory:
11.2.2.1 in connection with any business in the Territory which competes with the Target Companies’ Businesses, any extensions thereof or developments thereto in which such names, signs or marks are used including by targeting audiences in the Territory (but passive sales are not restricted if applicable law so provides); or
11.2.2.2 in connection with any entertainment, media, sports, retail, restaurant, bar, merchandising or leisure business in the Territory; or
11.2.2.3 any other business in the Territory, each of 11.2.2.1, 11.2.2.2 and 11.2.2.3 being separate undertakings, save that nothing in this Clause 11.2.2 shall operate to prevent the Seller from perfor...
Seller's Post-Closing Covenants. Seller agrees that after the ------------------------------- closing Seller will perform the following covenants in connection with, and to assist, the development of the Project:
(a) Off-site Drainage Improvements. If, at the time of closing, ------------------------------ Seller shall not have completed construction of "off-site drainage improvements" which are or shall be required by the County of Maui as a condition of final subdivision approval of the Project into 80 residential lots (the "Project Subdivision"), Seller will construct said improvements promptly and diligently, and in a manner which will not delay the County of Maui's final approval of the Project Subdivision, the Buyer's development of the Project or the Buyer's sale of homes in the Project. The term "off-site drainage improvements" means facilities in and around Waiele Road required by the County to be constructed by Seller as a condition of subdivision and development of the Project. If all of any portion of the County's off-site drainage improvements are not completed at the time of the County's final approval of the Project Subdivision and if the County requires a bond or other financial guarantee with respect thereto as a condition of said final approval, Seller will provide said bond or financial guarantee in a timely manner and will perform all obligations secured by said bond in a timely manner so as not to delay the development and sale of homes in the Project.
Seller's Post-Closing Covenants. Subject to Section 16.1(c) and Section 16.1(f), each of the covenants and performance obligations of Seller in this Agreement and the other Transaction Documents that are to be complied with or performed by Seller after any Closing Date shall survive the Closing and remain in full force and effect until the earlier of the expiration of the applicable statute of limitations or the expiration of the applicable covenant or performance obligation pursuant to its terms.
Seller's Post-Closing Covenants. Each of the covenants and performance obligations of Sellers in this Agreement (except those set forth in Article 14 (Tax Matters) and those related to the Contingent Payment obligations), shall expire and terminate at 5:00 p.m. Eastern Time on the date that is eighteen (18) months after the Closing Date. The covenants and performance obligations of the Parties in Article 14 (Tax Matters) and Purchaser’s obligations with respect to the Contingent Payments shall survive until the expiration of the applicable statute of limitations applicable to a claim relating thereto.
Seller's Post-Closing Covenants. Seller covenants and agrees that after Closing, Seller shall remain responsible for performing ongoing monitoring obligations of Seller with respect to the Oil Spill identified in Section 8.2(f) below in accordance with VDEQ requirements until the VDEQ no longer requires groundwater monitoring to be performed with respect to the Oil Spill.
Seller's Post-Closing Covenants. Seller covenants and agrees as follows (which covenants shall survive the Closing):
Seller's Post-Closing Covenants. From and after the time of Closing, Seller shall provide the Company with the following:
(a) support as requested by the Company from time to time in connection with the Company obtaining regulatory approvals
(b) installation support for the Company’s production and testing systems;
(c) post ATS Commencement Date support and maintenance as requested by the Company from time to time;
(d) post ATS Commencement Date updates to the Purchased Software and the Purchased Software Intellectual Property; and
(e) general consulting and advisory services as requested by the Company from time to time on the best use of the Purchased Software (both technically and operationally).
Seller's Post-Closing Covenants
