Additional Post-Closing Agreements Sample Clauses
Additional Post-Closing Agreements. (a) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting. With respect to any Seller deemed to have approved this transaction pursuant to Section 12.5 of the Operating Agreement, but which has failed, in contravention of their obligations under Section 12.5, to deliver the documents required by this Agreement, MWXI may holdback the amounts due to such member until the required closing deliveries have been made. Sellers Agent shall use his commercially reasonable efforts to obtain such deliveries promptly following the closing.
(b) The Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Sellers shall permit MWXI to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Sellers shall be responsible for Taxes of Company with respect to such Tax Returns. MWXI and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section 3.3 and any inquiry, audit, litigation or other proceeding with respect to Taxes. To enable Seller’s to file their Tax Returns in respect of this transaction, MWXI will engage a third-party consultant to prepare and deliver to MWXI a valuation of MWXI as of the Closing Date, which valuation shall be delivered to each of the Sellers on or before December 31, 2007.
Additional Post-Closing Agreements. (a) Buyer agrees it shall fund the necessary working capital to achieve the approved financial plan of the operations relating to Seller's Business for each Earnout Payment, and will not take any action which will materially impair the Seller's ability to achieve the Earnout Payments.
(b) Seller acknowledges and agrees that the Earnout Shares are being acquired solely for the account of Seller for investment and not with a view to or for resale in connection with any distribution;
(c) Seller hereby authorizes Buyer to receive and open mail addressed to Seller and to deal with the contents thereof in a responsible matter provided that such mail relates to the Acquired Assets or to the Business of Seller; and
(d) Buyer agrees to pay for all expenses associated with the transfer of Seller's current employees to Buyer, including but not limited to costs associated with visa processing and transfers.
Additional Post-Closing Agreements. SECTION 8.01.
Additional Post-Closing Agreements. SECTION 9.1 BOOKS AND RECORDS; TAX MATTERS
SECTION 9.2 NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS SECTION 9.3 COVENANT NOT TO COMPETE SECTION 9.4 FINANCIAL STATEMENTS
SECTION 10.1 NOTICES SECTION 10.2 INTERPRETATION
SECTION 10.3 COUNTERPARTS
SECTION 10.4 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES
SECTION 10.5 GOVERNING LAW AND VENUE SECTION 10.6 WAIVER OF JURY TRIAL SECTION 10.7 ASSIGNMENT SECTION 10.8 SEVERABILITY SECTION 10.9 SUBSIDIARIES Acquisition Proposal 5.1 Agreement Preamble Alternative Transaction 7.3(f) Ancillary Agreements 2.5(a) Antitrust Laws 5.5(b) Assumed Intellectual Property Authorization Liabilities 1.2(a) Assumed Liabilities 1.2(a) Assumed License Obligations 1.2(a) Balance Amount 1.3(a)(ii) Base Balance Sheet 2.6(b) ▇▇▇▇ of Sale 1.6 Buyer Preamble Buyer Disclosure Schedule Article III Preamble Buyer Financial Statements 3.4(b) Buyer Material Adverse Effect 3.3(a) Buyer Reimbursable Expense 7.3(b)
(a) Buyer’s Indemnified Persons 8.1(a) Buyer’s Modifications 5A.2 Buyer’s Notice 5A.1(b) Buyer’s Purchase Period 5A.1(b) Charter 2.1 Closing 1.4 Closing Date 1.4 Closing Loan Amount 1.3(a)(i) Confidentiality Agreement 4.3 Consumables 9.3(a) Customer Information 1.1(iv) EES 5A.1(a) EES Agreement 5A.1(a) EES Distributor Agreement 5A.1(a) EES Distributorship Agreement 5A.1(a) EES Purchase Agreement 5A.1(a) EES Termination Date 5A.1(a) Encumbrances 2.9 ERISA 2.11 Exchange Act 2.5(b) Excluded Software 1.1(iii) GAAP 2.6(b) Governmental Entity 2.5(b) Indemnified Person 8.1(a) Indemnifying Person 8.1(a) Intellectual Property Assignments 1.6 Intellectual Property Authorizations 1.1 Intellectual Property Licenses 1.1(vii) Interested Acquiror 5.1(a) IP Contracts 2.10(h)
Additional Post-Closing Agreements. Subject to further discussion, analysis and due diligence, the parties presently intend that following consummation of the Transactions that:
4.1 Cash generated from the Acquired Assets will be invested as follows:
(a) approximately: 8% for use in Northstar insurance business as regulatory capital;
(b) approximately 20% to buy other assets under management to create more liquidity; and
(c) the balance will be used to purchase other insurance company assets and invested in various Stillwater managed funds.
Additional Post-Closing Agreements. The parties hereto shall use their best efforts to cause the following events to occur as soon as practicable following the Closing Date; provided, that the occurrence of the following shall not be a condition precedent to consummate the transactions contemplated by this Agreement:
Additional Post-Closing Agreements