Buyer's Post-Closing Covenants. The Buyer covenants and agrees that, from and after the Closing, it shall and shall cause the Company and the Subsidiaries to:
Buyer's Post-Closing Covenants. The Buyer and Sepracor jointly and severally covenant and agree that subsequent to the Closing Time they will use commercially reasonable efforts to cause the Corporation to file NDS applications with the TPD in Canada for at least [**] New Products within [**] of the Closing and thereafter to diligently pursue, to the extent commercially reasonable, approval from the TPD for such NDS applications in respect of such [**] New Products as well as the data protection contemplated in Section 2.2 hereof with a view to expediting the occurrence of the Milestone Events and accelerating payment of the Milestone Payments contemplated in Section 2.2 hereof. Sepracor and the Buyer acknowledge and agree that if Sepracor or any of its Affiliates other than the Corporation files an NDS in respect of any New Product or receives an NOC or data protection in respect thereof then, for
Buyer's Post-Closing Covenants. (a) Pursuant to that certain Assignment and Assumption of Mortgage and Note dated of even date herewith (the "Assignment and Assumption of Mortgage"), Buyer is assuming all of Seller's obligations under the Mortgage. Buyer hereby covenants to timely comply with all provisions of the Mortgage, including but not limited to (i) timely making all monthly payments to Lender when due, (ii) maintaining the applicable insurance required by the Mortgage, and (iii) not doing or suffering any act that would impair or weaken the value of the Property as security for the debt evidenced by the Mortgage.
Buyer's Post-Closing Covenants. Buyer agrees to perform the ------------------------------ following covenants after the closing:
Buyer's Post-Closing Covenants. Buyer covenants and agrees as follows (which covenants shall survive the Closing):
Buyer's Post-Closing Covenants. Buyer agrees that at such time as the Shares are held by non-affiliates of Buyer and are eligible for sale under Rule 144 under the Securities Act of 1933, as amended, it will, promptly following the delivery by Seller to Buyer or Buyer's transfer agent of the certificate representing the Shares, use its reasonable best efforts to deliver or cause to be delivered to Seller a certificate representing such shares that is free from all restrictive and other legends.
Buyer's Post-Closing Covenants. Buyer covenants and agrees to use its best efforts in good faith following consummation of the Transaction to defend vigorously any claims asserted against any of the Acquired Entities that could result in a Loss for which Sellers might have indemnification obligations under Sections 15(b)(ii) or (iii) hereof. In connection with such defense, Buyer agrees to employ independent legal counsel of reputable standing reasonably acceptable to the Sellers. Additionally, in connection with any claims for which the Sellers might have indemnification obligations pursuant to Section 15(b)(ii) hereof, the Buyer agrees, if requested by the Sellers, to utilize the services of Xxxxxx Xxxxxxxx LLP to assist in the defense of any additional tax assessment.
Buyer's Post-Closing Covenants. (A) The Buyer covenants to cause the Company to maintain and keep in effect for a period of three (3) years after the Closing Date the Company's 401(k) and Profit Sharing Plan upon such terms as are in effect on the Closing Date; provided, however, that the Company's discretionary contribution for each of such years shall not exceed ten percent (10%) of the total compensation paid to participants.
Buyer's Post-Closing Covenants. (a) Buyer agrees that, for a period of 5 years following the Closing Date, Buyer will use commercially reasonable efforts to fund or otherwise obtain funding for the automatic meter reading research and development expenses of the Company at levels equal to or greater than $2,000,000.
Buyer's Post-Closing Covenants. Buyer intends to convert the Property to condominiums and sell individual units to the public. In order to protect Seller from any claims in connection therewith, Buyer covenants that Buyer shall indemnify, defend, protect and hold harmless Seller and its partners and agents, and the respective members, constituents, officers, directors, employees, heirs, executors and assigns of each of them, from any and all claims, actions, litigations, liabilities, losses, damages, attorneys’ fees and costs (“Claims”) arising from or in connection with (i) the development, subdivision, improvement, conversion, marketing, sale and financing of all or any portion of the Property by Buyer; (ii) Claims asserted by any purchaser, potential purchaser, mortgage holder or occupant of any condominium unit at the Property; and (iii) Claims by any homeowners association for the Property and any member, officer or director of any homeowners association. The parties intend that the foregoing indemnification provision be interpreted to fully protect Seller and its related parties from any and all liability whatsoever within the scope of such indemnity associated with the conversion of the Property to condominiums and the sale of units to the public; it being intended that Seller shall have no such liability other than as set forth above. So long as Buyer and Seller are named insureds under a single insurance policy, Seller and the indemnified parties hereby acknowledge and agree that Buyer shall have the right to appoint the defense counsel for the indemnified parties, subject to Seller’s approval, which shall not be unreasonably withheld, and to use the same counsel to represent the indemnified parties and Buyer with respect to any Claims that are within the scope of this indemnity. The Buyer named herein shall not be released from this obligation by assignment of this Agreement: The provisions of this Section 16 shall survive the Closing.
