Subsequent to Closing. Buyer shall have the right, at Buyer’s option and expense, to have items requested by Buyer from the Loan File either delivered to Buyer at the address specified by Buyer or collected by Buyer from the location at which the Loan File is stored; provided that in no event shall Buyer be entitled to receive any Excluded Documents (except to the extent (and only to the extent) that such Excluded Documents (x) are necessary for Buyer’s prosecution or defense of the Pending Proceedings and (y) do not constitute analyses or trade secrets of Seller or any of the Released Parties). Additionally, in no event shall Seller be required to deliver or make available to Buyer any item from the Loan File (i) that was designated as confidential in the Pending Proceedings, unless Buyer (or its assignee pursuant to Section 7.6 hereof) has signed the applicable Stipulation and Order of Confidentiality as required in the Pending Proceedings or (ii) that may reasonably be expected to result in a waiver of any attorney-client, work product or other privilege to which Seller is entitled. Seller and Buyer each intend that the delivery to Buyer of items from the Loan File pursuant to this Section 5.3(b) shall not be construed as a waiver of any attorney-client, work product or other privilege to which Seller is entitled. All actual out-of-pocket costs and expenses of any of the Released Parties incurred in connection with this Section 5.3(b) shall be paid by Buyer. Subject to the foregoing, subsequent to Closing Buyer’s counsel may review the files relating to the Pending Proceedings maintained by Seller’s counsel at the office of Seller’s counsel, and request copies therefrom of any pleadings, motions and other court-filed papers, any discovery materials, including all requests, responses, transcripts of depositions, and other relevant written correspondence between or among the Court and counsel for the parties in the Pending Proceedings.
Subsequent to Closing. If Seller or Purchaser fails to comply with any obligation hereunder that survives the Closing (including, without limitation, any representation or warranty contained herein), then the parties shall have all rights available to them at law or in equity without limitation.
Subsequent to Closing. All rights, title and interest in pre-Closing purchase orders that have not been filled and invoiced by Seller on or before June 11, 2004, shall be assigned to Buyer on June 12, 2004, and Buyer shall assume Seller's obligation to perform and/or fill such purchase order.
Subsequent to Closing. Buyer will conduct a review and audit of the Company's books and records to determine the existence of any unpaid taxes, liabilities, indebtedness operating costs and/or payables, whether known or unknown and whether absolute, accrued, contingent or otherwise and prorated through the Closing Date where necessary, which arose or accrued prior to the Closing Date including without limitation those arising under the Applicable Contracts. In addition to Buyer's rights set forth in Section 10, Buyer will have the right to offset from the Purchase Price and the Promissory Note (the "Purchase Price Credit") (i) any amounts, pursuant to Section 2.4, for any outstanding taxes, liabilities, indebtedness, operating costs and/or payables arising or accruing prior to or as of the Closing Date including, without limitation, those arising under Applicable Contracts, and (ii) an amount determined in accordance with Section 5.1 for repair costs. Buyer shall provide Seller with prior notice of any proposed offset to the Purchase Price Credit. Any dispute relating to any offset, which cannot be resolved by the parties within thirty (30) days of such notice, shall be resolved by arbitration in accordance with the terms and conditions of Section 11. Notwithstanding anything to the contrary contained herein, the Purchase Price Credit shall in no manner limit Seller's liability to Buyer, nor Buyer's remedies, under this Agreement.
Subsequent to Closing. Seller and Buyer agree to furnish each other with a copy of any press release or public disclosure regarding the transactions contemplated by this Agreement and consult with each other prior to making any such press release or public disclosure. In this connection, Buyer will issue a press release upon the execution of this Agreement substantially in the form set forth in Exhibit C.
Subsequent to Closing. Seller shall continue to use its commercially reasonable efforts at its own expense to obtain in writing as promptly as possible any Consent required to be obtained that was not obtained on or before Closing. The obligations set forth in this subsection shall survive Closing and shall not be merged in the consummation of the transactions contemplated hereby.
Subsequent to Closing any party hereto in receipt of any Confidential Information (each, the “Receiving Party”) from any other party hereto or its Affiliates (each, the “Disclosing Party”) will, and will use its commercially reasonable efforts to cause its Affiliates, employees, representatives and agents to, hold in strict confidence such Confidential Information, unless compelled to disclose the same by judicial or administrative process or, in the opinion of counsel, by other requirements of Law; provided, however, that in either such case the Receiving Party will provide the Disclosing Party with prompt prior notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 5.2. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions hereof, the Receiving Party will furnish only that portion of Confidential Information which, in the opinion of the Receiving Party’s counsel, is required, and the Receiving Party will exercise best efforts to obtain reliable assurance that confidential treatment will be accorded such of the disclosed Confidential Information as the Disclosing Party so designates. The Receiving Party will not otherwise disclose Confidential Information to any Person other than Affiliates, employees, or representatives and agents of the Receiving Party, except with the consent of the Disclosing Party. The Receiving Party’s obligations under this Section 5.2 will survive Closing, and at any time upon request of the Disclosing Party, the Receiving Party will promptly return or cause to be returned to the Disclosing Party all documents and all copies thereof held by the Receiving Party, or its Affiliates, employees, representatives or agents, containing Confidential Information, including notes, memoranda and other materials, in all media, except such as may reasonably be needed by either party to support claims or potential claims with respect to an alleged breach of the other party’s covenants or warranties hereunder. The Receiving Party recognizes that any breach of the provisions of this Section 5.2 would result in irreparable harm to the Disclosing Party and its Affiliates and, therefore, that the Disclosing Party will be entitled to an injunction to prohibit any such breach or anticipated breach, without the necessity of posting a bond, cash or otherwise, in addition to all of its other le...
Subsequent to Closing but prior to the expiration of Buyer's Put Option as described in Section 1.5 herein, Seller agrees that
(a) any merger, consolidation, reorganization, dissolution, liquidation, winding up, or sale of all or substantially all of the Company's assets shall require the approval of Buyer's board of directors; and
(b) Seller shall not sell, encumber, liquidate, or otherwise dispose of the IMTL Shares without the approval of the Buyer's board of directors.
(c) The rights of approval granted in this section 1.8.1 shall expire with the expiration of Buyer's Put Option as described in Section 1.5 herein.
Subsequent to Closing. A Shareholder Representative, when reasonably requested by Buyer, shall execute and deliver a representation letter, in form and substance substantially similar to the letter attached hereto as Exhibit E, to Buyer's auditors with respect to financial information delivered to Buyer and its auditors with respect to the pre-Closing operations of the Company.
Subsequent to Closing. Aether shall provide Buyer with a listing, by MAN number, of Rim devices running Blackberry by Aether service, utilized by Aether and Aether’s employees. Buyer and Aether shall enter into a Blackberry end user license agreement with respect to those MAN numbers on terms reasonably acceptable to Aether. The monthly fee to Aether for Blackberry Service access shall be $46.99 for each activated device. Subsequent to Closing, Aether shall not be responsible for payment of any wireless service except as indicated on the listing prepared in accordance with this Section 13(a). Within one month of Closing
