Operations After the Effective Time Clause Samples
The 'Operations After the Effective Time' clause defines the rules and responsibilities governing how the parties will conduct business or manage assets following the official commencement date of an agreement. Typically, this clause outlines which party will control operations, how ongoing obligations are handled, and any restrictions or requirements that must be observed after the agreement takes effect. For example, it may specify who manages day-to-day activities, how revenues and expenses are allocated, or what approvals are needed for significant decisions. Its core function is to ensure a smooth transition and clear division of operational authority and duties after the agreement becomes binding, thereby minimizing confusion and disputes.
Operations After the Effective Time. Parent currently intends to maintain offices, facilities and operations of the Company at their current locations. Parent looks forward to continuing the strong relationship developed by the Company with the community in ▇▇▇▇▇, Mississippi.
Operations After the Effective Time. Buyer currently intends to maintain offices, facilities and operations of the Company at their current locations. Buyer looks forward to continuing the strong relationship developed by the Company with the community in ▇▇▇▇▇, Mississippi.
Operations After the Effective Time. Because Closing occurs subsequent to the Effective Time, SELLER'S operation of the Oil & Gas Interests from the Effective Time to Closing has been for the account of PURCHASER. Further, SELLER agrees to assist in the operation of the Oil & Gas Interests for a period not to exceed thirty (30) days following the actual date of Closing, or such earlier date as is mutually agreed to by SELLER and PURCHASER. The date when SELLER ceases to assist in the operation of the Oil & Gas Interests shall be referred to hereafter as the "Termination Date". From Closing to the Termination Date, as an accommodation to PURCHASER, SELLER shall make good faith efforts to assist in the operation of the Oil & Gas Interests in the ordinary course of business and in material compliance with all applicable laws, ordinances, rules and regulations, orders, terms of permits and authorizations by any governmental body which may have jurisdiction over the Oil & Gas Interests. During this period SELLER shall endeavor to (i) assist PURCHASER in the training of personnel in the operations of the Oil & Gas Interests and (ii) make royalty payments due, and handle revenue accounting, on the Oil & Gas Interests for a period of 30 days subsequent to the date of Closing. Under no circumstances shall SELLER be liable to PURCHASER from Closing to the Termination Date, in the course of its endeavors under this Paragraph 4.5, other than and only to the extent of its willful misconduct. It is understood that SELLER shall not be obligated to provide any transportation for personnel and/or equipment to and from the Oil & Gas Interests. SELLER'S actual expenses from Closing to the Termination Date shall be paid for by PURCHASER and included in the Final Accounting. SECTION 5 - GENERAL REPRESENTATIONS AND WARRANTIES
Operations After the Effective Time. The Selling Stockholder acknowledges that (i) following the Effective Time, Parent has the right to operate the business of the Surviving Corporation and pursue or not pursue development of the Products in any way that Parent deems appropriate in Parent’s sole discretion, (ii) Parent has no obligation to operate the Surviving Corporation or pursue development of the Products in order to achieve any Milestone or to maximize the amount of the Contingent Merger Consideration, (iii) the Contingent Merger Consideration is speculative and is subject to numerous factors outside the control of Parent, (iv) there is no assurance that the Selling Stockholder will receive any payments of Contingent Merger Consideration and Parent has not promised that any such Contingent Merger Consideration will be earned, (v) Parent owes no fiduciary duty to the Selling Stockholder, and (vi) the parties solely intend the express provisions of this Agreement to govern their contractual relationship. Notwithstanding the foregoing, Parent shall not take any action with the intent of avoiding achievement of a Milestone or payment of the Contingent Merger Consideration.