Actions After Closing Clause Samples
Actions After Closing a. From and after the Closing Date, the parties shall use their reasonable best efforts to effectuate the transfer of the ownership of the Acquired Assets.
b. Upon the request of Buyer, Sellers and, to the extent necessary, Principal Officer and Owners, shall execute, acknowledge and deliver all such further deeds, bills of sale, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required to convey and transfer to and vest in Buyer and protect its right, title and interest in the Acquired Assets and as may be appropriate otherwise to carry out the transaction contemplated by this Agreement.
c. For a period of eighteen (18) months after the Closing Date, each Seller agrees that (i) without the prior written consent of Buyer, such Seller will not recruit, hire or attempt to recruit or hire, directly or indirectly, any employee of Buyer; provided that the restriction on solicitation of employees set forth in this Section 10(c) shall apply only to employees of Buyer that are working at a Franchise Restaurant or the Joint Venture Restaurant or who were employees of any Seller prior to the consummation of the transactions contemplated by this Agreement.
d. For a period of three (3) years from the date of this Agreement, each Seller agrees that it will not, directly or indirectly, engage in, participate in and shall have no interest as a shareholder, partner, joint venturer, agent, creditor or consultant, or in any other capacity, or have any other direct or indirect financial interest in the business or operations of any business, firm, person, partnership, corporation, enterprise or concern, that operates restaurants in the United States that have like menus as the Business as of the date hereof or that employ the same or similar restaurant themes as the Business on the date hereof or that have entertainment facilities (including games or rides) the same or similar to the Business on the date hereof; provided, however, nothing in this Agreement shall be deemed to prevent or limit the right of any Seller to (i) engage or participate in the business of leasing real estate, or (ii) own capital stock or other securities of any corporation, the securities of which are publicly owned or regularly traded in the over-the-counter market or on any securities exchange, provided that any Seller does not acquire beneficial ownership (as determined under Rule 13d-3 of the Securities Exchange Act of 1934) of more than five percent of i...
Actions After Closing. (a) None of Buyer, any Affiliate of Buyer, any Purchased Entity or any Subsidiary of a Purchased Entity shall take any action on or after the Closing Date that could increase the Tax Liability of the Sellers with respect to any Pre-Closing Tax Period, including pursuant to Section 951 or 1248 of the Code resulting from transactions or actions entered into by any such entity on or after the Closing Date but on or prior to the last day of the taxable year in which the Closing occurs, or could increase the Sellers’ indemnification obligations pursuant to this Agreement or any Ancillary Agreement.
(b) Buyer, any Purchased Entity, any Subsidiary of a Purchased Entity or any of their Affiliates may make an election under Section 338 of the Code or any comparable election under state, local or foreign Tax Law with respect to the Transactions if requested in writing by Parent; provided, however, that if Parent has not made such a request, none of Buyer, any Purchased Entity, any Subsidiary of a Purchased Entity or any of their Affiliates shall make such an election without the prior written consent of Parent.
(c) None of Buyer, any Purchased Entity, any Subsidiary of a Purchased Entity or any of their Affiliates shall amend, refile or otherwise modify any Tax Return with respect to any Purchased Entity or any Subsidiary of a Purchased Entity for any Pre-Closing Tax Period without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned.
Actions After Closing. 2 After the conclusion of Closing 2, the Parties will have the following rights and obligations.
Actions After Closing. 6.1. The Buyers shall deliver to the Sellers the CEDC Stocks as described in clause 3.5 within 30 days from the Closing Date.
6.2. The Buyers shall take over the guarantees issued personally by the Sellers in connection with the existing bank and suppliers' credits of the Company within 90 days from the Closing Date. The parties shall cooperate in good faith to ensure respective consents from the banks (if required).
6.3. The parties agree that representation funds of the Company, after the Closing Date shall be used consistently with the way in which they were used during the period prior to the Closing Date.
6.4. The parties agree that the Sellers are entitled to obtain the dividends for results achieved in the year 2001. The dividend in amount PLN 5,790,900.00 (gross) to be paid to the owners does not exceed 90% of the net profit of Company for the year 2001. The dividend shall be paid to the Sellers in three equal installments in amount of PLN 1,930,300.00 (gross) on the following days: - May 31st 2002 - July 31st 2002 - September 30th 2002
6.5. The parties agree that there shall not be any dividend paid out to the Sellers for the results achieved during the year 2002 up to the Closing Date.
6.6. Within 3 months from the Closing Date the parties shall agree a Bonus Scheme for the Sellers based on their performance under the CEDC bonus scheme. The principles used for calculation of the performance bonus shall be attached in the form of Schedule 5 to this Agreement.
Actions After Closing. 1. WCE shall at its cost and expense prepare or file or cause to be prepared and filed all Tax Returns required to be filed with any governmental entity in respect of the businesses, operations and income of WCE during any period prior to the Closing.
2. PETROHAWK shall prepare and file timely with the Internal Revenue Service a Form 1065 for WCE for the accounting period of January 1, 2004, through the date preceding the date of Closing, and a copy thereof shall be provided to the STOCKHOLDERS no later than March 15, 2005.
3. PETROHAWK shall maintain for a period of six years after the date of Closing all accounting and financial files, books, and records delivered to them pursuant to this Agreement with respect to the business, operations, and income of WCE prior to Closing. Such files, books and records shall be available for inspection by the STOCKHOLDERS, their consultants and representatives, during regular business hours and on reasonable notice to PETROHAWK.
4. The STOCKHOLDERS will cause to be paid to those persons who are employees of WCE at the time of Closing the aggregate sum of Three Million Dollars ($3,000,000) as severance compensation for their services theretofore rendered to WCE, subject to applicable withholding and payroll taxes. An amount necessary to pay and satisfy the aggregate amount of all severance payments immediately after the Closing shall be paid within three (3) business days after the Closing to such persons and in such amounts as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ may designate by written instrument delivered to PETROHAWK on or before Closing. All of the remaining portion of such sum shall be paid in such amounts as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ may in his discretion determine. Such amounts shall be paid to such persons at such time or times (not to exceed six (6) months after the date of Closing) as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ may then determine.
5. There are currently in force and effect with respect to employees of WCE the following (collectively, the "Benefits Plans"):
(a) a Medical Insurance Plan pursuant to Policy No. 088974 issued by Blue Cross and Blue Shield of Texas;
(b) a Health Benefit Plan created pursuant to Section 125 of the Internal Revenue Code, identified as Plan Number 002 of WCE;
(c) an Employee Retirement Savings Plan created pursuant to Section 401(b) of the Internal Revenue Code, and identified as Plan Number 001 of WCE;
(d) a Long-Term Disability Insurance Plan pursuant to Policy No. L656239 issued by Nor...
Actions After Closing. 15.1 Immediately after Closing notice of assignment in the Agreed Form of each of the Assigned Accounts Receivable shall be sent by the Buyer to each of the debtors.
15.2 If at any time after Closing the Seller receives any notices, correspondence, information, orders or enquiries relating to the BusinesS other than the Retained Assets and the Retained Liabilities, it will forthwith deliver them to the Buyer and title in them shall vest in the Buyer.
15.3 If at any time after Closing the Buyer receives any notices, correspondence, information order or enquiries relating to any assets or liabilities of the Seller other than the Acquired Assets and the Assumed Liabilities or relating to any business of the Seller other than the Business it will promptly deliver them to the Seller and title in them shall vest in the Seller.
15.4 All monies or other items comprising part of the Acquired Assets which are received by the Seller after Closing or for which the Seller is obliged pursuant to any provision of this Agreement to account to the Buyer will be paid or delivered to the Buyer forthwith upon receipt and in any event pending payment any monies so received shall be held on trust absolutely for the Buyer and separately from all other monies of the Seller. In default of payment within seven days of receipt any such monies shall carry interest calculated on a daily basis (as well after as before judgment or liquidation) from the date of receipt by the Seller until the date of actual payment to the Buyer at the rate of 3 per cent above the base rate from time to time of Barclays Bank plc.
Actions After Closing. Until such time as the Purchase Price has been paid in full, unless it first obtains the written consent of the Sellers, which shall not be withheld or delayed unreasonably, (a) the Company shall not issue additional shares of stock of the Company; (b) the Company shall not sell or encumber assets, other than in the ordinary course of business, which ordinary course shall include, without limitation, sales of assets to customers and encumbrances to a bank, other institutional lenders to the Company or other third party provider(s) of financing; and (c) Buyer will not sell, give, encumber or convey any of the Shares.
Actions After Closing. The Parties agree as follows with respect to periods arising after the Closing Date and agree that the obligations set forth in this Article 9 survive the Closing.
Actions After Closing. 1. The Target Entities shall at their cost and expense prepare or file or cause to be prepared and filed all Tax Returns required to be filed with any governmental entity in respect of the businesses, operations and income of the Target Entities during any period prior to the Closing.
2. Not less than ten (10) days prior to Closing, WCE shall cause ▇. ▇. ▇▇▇▇▇ Professional Corp. or an accounting firm designated by WCE and approved by PETROHAWK to prepare and submit work schedules setting forth the state income tax liabilities of the Partnerships attributable to the accounting period of January 1, 2004, to June 30, 2004. Said calculations will be prepared on a consistent basis with prior accounting and tax practices of the Partnerships. PETROHAWK shall cause each of such Partnerships to prepare and file timely their respective 2004 state income tax returns. Said returns will be filed as a composite return of the Partnerships, and PETROHAWK shall be responsible for the payment of the 2004 taxes, including those amounts attributable to the January 1, 2004, to June 30, 2004, accounting period, the amounts of which were deducted in calculating the Adjusted Merger Considerations pursuant to Section 1.F.(vi). hereof.
3. PETROHAWK, in consultation with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or his designee, shall prepare and file timely with the Internal Revenue Service a Form 1065 for each Partnership for the accounting period of January 1, 2004, through the date preceding the date of closing and copies thereof shall be provided no later than March 15, 2005, to each partner of the Partnership existing on the date hereof.
4. PETROHAWK shall maintain for a period of six years after the date of Closing all accounting and financial files, books, and records delivered to them pursuant to this Agreement with respect to the business, operations, and income of the Partnerships prior to Closing. Such files, books and records shall be available for inspection by any current member of any Partnership, its consultants and representatives, during regular business hours and on reasonable notice to PETROHAWK.
Actions After Closing. 7.1 FURTHER CONVEYANCES: After the Closing, TRW will, without further cost or expense to Purchaser, execute and deliver to Purchaser (or cause to be executed and delivered to purchaser), such additional instruments of conveyance, and TRW shall take such other and further actions as Purchaser may reasonably request and which are ordinarily provided by a seller, more completely to sell, transfer, and assign to Purchaser and vest in Purchaser Ownership to the Acquired Assets.