Seller’s Post-Closing Obligations. Seller hereby covenants and agrees as follows:
Seller’s Post-Closing Obligations. (a) Except to the extent such items have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the Assets for all periods of time after the Effective Time shall be the property of Buyer. If, at any time subsequent to the Closing, Seller comes into possession of money or property belonging to the Buyer attributable to ownership or operation of the Assets after the Effective Time, Seller shall promptly deliver such money or other property to the Buyer.
(b) Seller agrees that (i) reasonably promptly after Closing, Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxx will resign their positions on the Board of Directors of the East Texas Salt Water Disposal Company, and (ii) Seller will support Buyer’s motion to have representatives of Buyer appointed to the Board of Directors of the East Texas Salt Water Disposal Company.
(c) Seller agrees that Buyer will have the opportunity to hire and retain the two key field personnel responsible for managing field operations as well as the additional field personnel currently working for Seller (collectively, the “Personnel”). In addition, Seller agrees that for a period of twelve (12) months following Closing, Seller will neither solicit nor employee any Personnel who are hired by Buyer.
Seller’s Post-Closing Obligations. On and after the Closing Date, the Seller commits to working with the Buyer to finalize plans, designs, and specifications for Property Improvements to the satisfaction of the City departments, consistent with City standards.
Seller’s Post-Closing Obligations. The Property lies within the boundaries and jurisdiction of the Haxxxx Xounty Improvement District No. 17 (the “District”). The District was created to, amongst other things, provide sewer and utility infrastructure to the Property. Pursuant to that certain agreement titled the “Haxxxx Xounty Improvement District No. 17 – Black Oak Utility Service Agreement” (the “USA”) and the FMA, and other Ancillary Agreements between the District, the Seller, and Aqua Texas, Inc. (the “Utility”) which are referenced herein and incorporated herein by reference in Exhibit F, the Seller is obligated to construct certain sewer and water utility infrastructure improvements, including internal sewer/water lines within the Property subdivision, a lift station, a force main, and other onsite and offsite improvements (such improvements, insofar as those improvements pertain to, service, and/or if not completed would have a negative impact on servicing the Property, are collectively, the “Improvements”). After Seller’s completion of the Improvements, the Utility is to take over, accept and operate the Improvements, along with separate facilities constructed by the Utility, in order to provide water and sewer service to the lots within the Property subdivision. To facilitate the construction of the Improvements, the Escrow Funds held by the District are or will be accessible by Seller to complete the construction. The parties acknowledge that the Improvements may not be complete prior to Closing. However, Seller will continue its work on the Improvements and complete the Improvements after Closing, in accordance with the terms and schedules stated herein and in the USA, the FMA,and other Ancillary Agreements with specific regard to the Property ..
Seller’s Post-Closing Obligations. If at any time subsequent to the Closing, Seller comes into possession of money or property belonging to the Buyer such money or other property shall be promptly delivered to the Buyer. Seller shall be responsible for and discharge all claims, costs, expenses and liabilities with respect to the Properties which accrue or relate to the times prior to the Effective Time, including all costs attributable to the operation of the Properties for work actually performed and expense actually incurred prior to the Effective Time. Seller shall save harmless and indemnify Buyer, its directors, officers and stockholders from all loss, cost, expense (including attorney’s fees and expenses), penalties and liabilities from Seller’s failure to perform such obligations.
Seller’s Post-Closing Obligations. At Closing Buyer and each Seller shall enter into an escrow holdback agreement (each a “Post Closing Escrow Holdback Agreement”) pursuant to which each Seller shall deposit an amount equal to *** ******* (****) ** *** ******** ***** allocable to such Seller’s Property with Escrow Holder, to be held in a separate interest-bearing account until ******** **, ****. No account of any Seller shall be available to satisfy claims against any other Seller hereunder. The funds of each Seller shall be released to such Seller on ******** **, ****, unless Buyer has delivered written notice to such Seller and Escrow Holder of a specific claim against such Seller under this Agreement specified in reasonable detail, in which case Escrow Holder shall retain *** ******* ****** **** ******* (****) of the reasonably estimated cost to satisfy such claim until the resolution of such claim.
Seller’s Post-Closing Obligations. As security for Seller’s post-closing obligations under this Agreement, at Closing Seller shall deposit into a joint order escrow account (the “Post-Closing Escrow”) the sum of $750,000 to be held by Escrow Agent. The Post-Closing Escrow shall provide that if Purchaser claims that Seller owes Purchaser any amount pursuant to or arising out of a breach of this Agreement it may send a request for payment to the escrow holder (a “Post-Closing Claim”). The escrow holder will deliver a copy of the Post-Closing Claim to Seller. If Seller does not sent a notice disputing the Post-Closing Claim within ten (10) days of receipt, then the escrow holder shall pay the amount of the request. If Seller does send a notice disputing the Post-Closing Claim, the escrow holder shall continue to hold the deposit until it receives a joint direction from Purchaser and Seller or an order of court directing the payment of funds from the Post-Closing Escrow. In the event that Purchaser has not delivered a Post-Closing Claim or any all previously delivered Post-Closing Claims have been resolved on or prior to the expiration of the one (1) year period following the Closing, the sum held in the Post-Closing Escrow account shall be released to Seller. [Signatures commenced on following page]
Seller’s Post-Closing Obligations. (a) If at any time subsequent to the Closing, Seller comes into possession of money or property belonging to the Buyer that was not previously accounted for by credit or adjustment according to this Agreement such money or other property shall be promptly delivered to the Buyer.
(b) Seller shall be responsible for and discharge all of the Retained Obligations.
(c) If Seller is unable to transfer to Buyer any seismic, geological, geochemical or geophysical data (the “Seismic Data”) concerning or relating to the Properties because of legal constraints, obligations of confidence or prior agreements with third parties, Seller shall, upon request by Buyer, make such Seismic Data available for review by Seller to the extent that such review is also not prohibited by such restrictions.
(d) SELLER AGREES TO INDEMNIFY, RELEASE, DEFEND AND HOLD HARMLESS BUYER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION, DAMAGE TO PROPERTY, OR INJURY OR DEATH OF PERSONS, COURT COSTS, REASONABLE ATTORNEY’S FEES AND EXPENSES OF EXPERTS) CAUSED BY, ARISING FROM OR ATTRIBUTABLE TO (i) THE RETAINED OBLIGATIONS, (ii) THE BREACH BY SELLER OF ANY OF ITS REPRESENTATIONS OR WARRANTIES IN THIS AGREEMENT, OR (iii) THE BREACH OR VIOLATION BY SELLER OF ANY OF ITS COVENANTS OR OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED THAT SELLER’S LIABILITY AND OBLIGATION UNDER SECTION 8.05(d)(ii) ABOVE (OTHER THAN WITH REGARD TO A BREACH BY SELLER OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 3.01(a), (b), (c), (d), (g), (h), (v), (w), AND (x)) SHALL NOT EXCEED FIFTEEN PERCENT (15%) OF THE PURCHASE PRICE (AND WITH REGARD TO A BREACH BY SELLER OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 3.01(a), (b), (c), (d), (g), (h), (v), (w), OR (x) SHALL NOT EXCEED 100% OF THE PURCHASE PRICE).
Seller’s Post-Closing Obligations. If at any time subsequent to the ----------------------------------- Closing, Seller comes into possession of money or property belonging to the Purchaser, such money or other property shall be promptly delivered to the Purchaser. Furthermore, Seller recognizes that Purchaser will be required to audit the historical performance of the Interests and shall cooperate with Purchaser and provide copies of documents requested by Purchaser to accomplish the same.
Seller’s Post-Closing Obligations. Seller shall comply with the following obligations which shall survive Closing:
