Subsequent to the Closing. 7.1 Each party to this agreement shall at the request of any other furnish, execute and deliver such documents, instruments, opinions of counsel, certificates, notices or other further assurances as counsel of the requesting party shall reasonably deem necessary or desirable for effecting complete consummation of this agreement.
Subsequent to the Closing. The SL Shareholders hereby agree to cause the Company as soon as practicable to increase the authorized shares of Common Stock to 2,000,000,000 shares (the “Share Increase”) and to effect a reverse split of its outstanding common stock of 1:100 (the “Reverse Split”).
Subsequent to the Closing. Developer shall prepare timely and file, or cause to be prepared and timely filed, all federal, state and local income tax returns for Mall II LLC for the period ending on the Closing Date and pay all amounts due as shown on said returns, which obligations shall survive the Closing.
Subsequent to the Closing the Buyer shall, and shall cause each of the Entities to, to the extent reasonably requested by Seller, (i) grant to the Seller and its representatives reasonable access at all reasonable times to the Entities’ books and records (including tax workpapers and returns and correspondence with tax authorities), including the right to take extracts therefrom and make copies thereof, to the extent that such books and records relate to the operations of the Entities during taxable periods ending on or prior to or that include the Closing Date, and (ii) otherwise cooperate with the Seller in connection with any audit of Taxes that relate to the business of the Entities prior to the Closing. (b) (i) Other than income Tax Returns for which any Entity is included with the Seller in a consolidated or combined Tax Return (a “Consolidated Tax Return”), the Company will prepare, or cause to be prepared, in accordance with past practices unless otherwise required by applicable Legal Requirements, and file, or cause to be filed, all Tax Returns for the Entities for all Tax periods ending on or prior to the Closing Date that are filed after the Closing Date (“Buyer Tax Returns”). The Company will provide the Seller with a copy of each Buyer Tax Return for Seller’s reasonable review and reasonable comment at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto) and shall not file any Buyer Tax Return without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned or delayed. If the Seller agrees with the Buyer Tax Returns, then the Company shall file or cause to be filed such Buyer Tax Returns. If, within twenty (20) days after the receipt of the Buyer Tax Returns, the Seller notifies the Company in writing that it reasonably disputes the manner of preparation of the Buyer Tax Returns, then the Company and the Seller shall attempt to resolve their disagreement within five (5) days following the notification of such disagreement. If the Company and the Seller are not able to resolve their disagreement, then the dispute shall be submitted to the Settlement Accountants. The parties shall use their respective best efforts to cause the Settlement Accountants to resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Settlement Accountants shall be binding on the parties. The cost of the services of the Se...
Subsequent to the Closing the Purchaser shall not (and shall cause its and its Affiliates’ employees and other Representatives not to) disclose, and shall (and shall cause its employees to) maintain the confidentiality of, all Seller Confidential Information.
Subsequent to the Closing. Immediately after the closing of the transactions contemplated hereby, the authorized capital stock of the Company shall consist solely of:
Subsequent to the Closing. The Intergen Entities have taken all necessary and desirable action to maintain and protect each item of Proprietary Rights that they own or use. With respect to each Proprietary Right required to be identified on Schedule 3.12(a):
Subsequent to the Closing upon reasonable notice and at reasonable times, Purchaser will or will cause the Company to grant Seller and its representatives reasonable access to the Long Beach Facility to enable Seller to perform its obligations described in Section 4.24; provided, however, that the performance by Seller of such obligations shall not interfere with the operation of the Long Beach Facility and the conduct of the Company's or the Purchaser's business at the Long Beach Facility. Seller shall be responsible for obtaining, at its expense, any environmental or other Licenses as may be required to perform such obligations; and Seller shall perform all such obligations in compliance with all applicable Laws and shall not cause the Company or the Purchaser to be in violation of any applicable Law. Upon the completion of such obligations, Seller shall promptly repair and restore the areas of the Long Beach Facility upon which investigatory, removal, clean-up or other remediation activities were conducted to a condition approximating that which existed thereon prior to conducting such activities. Without limiting the generality of the foregoing, Seller will, as appropriate, abandon all borings and wells in accordance with applicable Laws. Seller shall provixx Xxrchaser and the Company with copies of any reports, data and correspondence to and from Governmental Authorities relating to Seller's investigatory, removal, clean-up or other remediation activities. In performing its obligations pursuant to this Section 4.24, Seller and its representatives will, when on the Long Beach Facility, conform to the rules and regulations of the Company concerning health, safety and security. Seller shall indemnify, defend and hold Purchaser and the Company harmless from and against any and all Losses which may be asserted against, imposed upon or incurred by Purchaser, the Company or any of their respective agents, employees, or invitees that may result from or arise in connection with (i) the conduct by Seller or its representatives of investigatory, removal, clean-up or other remediation activities, or (ii) damage to persons or property as a result of or in connection with Seller's performance of any of its obligations contained in this Section 4.24 or any other remediation activities.
Subsequent to the Closing. 10.1 The parties shall each cooperate with the others to do all acts and execute any required documents to carry out the intention of this Agreement and to achieve the enjoyment by the parties of the fruits of their bargains, which includes a requirement that the 4 Sellers obtain an audit of their financial statements as required by Regulation S-B of the Securities and Exchange Commission.
