Operations after Closing. 5.1.11.1 Seller represents and warrants that it shall cease operations at the Stores as of the Closing Date.
Operations after Closing. Seller shall not dissolve its existing entity and shall remain validly existing and in good standing under the laws of the State of Nevada until December 31, 2014; provided, however, that if Purchaser gives Seller written notice of a claim under this Contract on or before the expiration of such period, such covenant shall extend until the such claim has been resolved.
Operations after Closing. 5.1.10.1 Seller shall immediately upon the Closing, cease and desist from using the name "Blowout Video," and shall never thereafter use said name, except to the extent that Seller's present name must be used in the prosecution or defense of legal actions; provided, however, that Seller will take reasonable actions to change its corporate name; and excepting further, the provisions of 5.1.10.2
Operations after Closing. From the date of the Closing through the end of the Measuring Period, Buyer shall, and Parent shall cause Buyer to, (a) operate the business comprised of the Assets in the ordinary course of business in a manner no less diligent than Seller's past practice, and (b) maintain separate accounting records with respect to such business, in order for the parties to accurately compute the EBITDA of Buyer as required by Section 1.5 above. After the Closing, any transactions between Buyer, on the one hand, and Parent or any subsidiary or affiliate of Parent, on the other hand, shall be on terms not materially less favorable to Buyer than can be obtained in transactions between Buyer and a third party not affiliated with Parent. Specifically, and without limiting the generality of the foregoing, Parent shall not permit the transfer of any products or product lines of Seller out of Buyer without appropriately crediting Buyer with the income from such products or product lines or as otherwise agreed by Parent and the Seller Representative.
Operations after Closing. (a) PROVANT represents and warrants that it has no present intention to make any changes after the Closing with respect to the Surviving Corporation that would result in a change in the following not being true: (i) that the Surviving Corporation's name will remain "Senn-Xxxxxxx Xxxdership Consulting Group, Inc."; (ii) that the Surviving Corporation's main offices will not be relocated farther than five (5) miles from their present location at Kilrxx Xxxxxxx Xxxxxx xx Xxxx Xxxxx, Xxxxxxxxxx; (xii) that no employee of the Surviving Corporation who works from a location other than Long Beach will be required to relocate farther than ten (10) miles from his or her present work location; (iv) that the Surviving Corporation will be operated as an autonomous entity in a manner consistent with the operation of PROVANT's other operating subsidiaries, with senior management setting budget and operating goals; and (v) the Surviving Corporation will have autonomy with regard to employee compensation and will be able to continue its Annual Meeting, all consistent with past practices of the Company as modified by Section 6.5 above.
Operations after Closing. Purchaser covenants and agrees that during the Earn-Out Periods Purchaser will conduct its business in accordance with reasonable and prudent business practices and will not take any action for the specific purpose of decreasing Incremental Gross Profit or decreasing or eliminating the Earn-Out. Notwithstanding the foregoing, Purchaser may make engineering changes to bills of materials and adjustments to selling prices at any time or from time to time as it deems necessary or appropriate in the ordinary course of business to address market conditions, competition, or other business factors in its discretion notwithstanding that any such changes or adjustments could adversely affect or result in a decrease or elimination of Incremental Gross-Profit and/or the Earn-Out.
Operations after Closing. 36 10.1 ASSIGNOR-Operated Properties................................36 10.2 ASSIGNEE's Approval.........................................37
Operations after Closing. The operation of the Business by Purchaser and the other Purchasing Entities following the Transfer Date, except to the extent that a Purchasing Entity is entitled to indemnification from the Indemnifying Selling Entities pursuant to Section 11.1;
Operations after Closing. Sellers and Holding Company have executed the 6th Amendment to the Articles of Association of Datalink, in which all the provisions referred to the management, first refusal rights and control of Datalink have been established and Schedule 2.8 hereto contains an English translation of the 6th Amendment to the Articles of Association of Datalink.
Operations after Closing. 36 10.1 ASSIGNOR's Covenants Pending Closing.........................36 10.2 ASSIGNOR Operated Properties After Closing...................37 ARTICLE 11 MISCELLANEOUS.....................................................38
