Other Post Closing Covenants Clause Samples
The "Other Post-Closing Covenants" clause sets out additional obligations that parties must fulfill after the main transaction has closed. These covenants may include requirements such as providing ongoing cooperation, delivering further documents, or performing specific actions necessary to complete the transition or integration process. By detailing these post-closing responsibilities, the clause ensures that both parties remain accountable for tasks that arise after closing, thereby facilitating a smoother transition and addressing any outstanding matters that could affect the transaction's success.
Other Post Closing Covenants. After the Closing Date, the parties covenant and agree as follows:
Other Post Closing Covenants. After Closing, if any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action as any other Party reasonably may request, all at the sole cost and expense of the requesting Party. If any Party is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with any transaction on or prior to the Closing Date involving the Company, each of the other Parties shall cooperate with it and its counsel in the defense or contest, all at the sole cost and expense of the contesting or defending Party.
Other Post Closing Covenants. (a) Covenant Not to Compete.
(i) Seller understands that Purchaser shall be entitled to protect and preserve the going concern value of the Business to the extent permitted by Law and that Purchaser would not have entered into this Agreement absent the provisions of this Section 5.4(a) and, therefore, for a period of thirty (30) months from the Closing Date, Seller shall not, and shall cause each of its Affiliates not to, directly or indirectly, engage in any Competing Business in any jurisdiction in the world in competition with the Business.
Other Post Closing Covenants. (a) The GFE Parties agree that: (i) at each future meeting of stockholders and action by written consent of stockholders of GFE, GFE shall use its commercially reasonable efforts to solicit votes in favor of removing any references to “▇▇▇▇▇▇ ▇▇▇▇▇▇▇” or any derivative therefrom from the name of the company until such name change is approved by stockholders; and (ii) GFE shall promptly after such stockholder approval (x) file with the Delaware Secretary of State an amendment to GFE’s certificate of incorporation to reflect such name change and (y) amend the GFV Operating Agreement to remove any references to “▇▇▇▇▇▇ ▇▇▇▇▇▇▇” or any derivative therefrom from the name of the company.
(b) Each of the Parties shall use its commercially reasonable effort to deliver, or cause to be delivered, such further certificates, instruments and other documents, and to take, or cause to be taken, such further actions, as may be necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement.
(c) Each of the GFE Parties jointly and severally agrees to indemnify and hold harmless each of the ▇▇▇▇▇▇▇ Parties as to all Losses resulting from (i) a breach by any of the GFE Parties of its representations, warranties or agreements hereunder or (ii) any Action relating to products or services promoted, produced, sold and/or furnished by the GFE Parties or their Affiliates or any of their respective licensees under the GFE License Agreements
(d) Each of the ▇▇▇▇▇▇▇ Parties jointly and severally agrees to indemnify and hold harmless each of the GFE Parties as to all Losses resulting from a breach by any of the ▇▇▇▇▇▇▇ Parties of its representations, warranties or agreements hereunder.
(e) In the event that ▇▇▇▇▇▇▇ agrees to extend the term of the NationsHealth Agreement, or enters into a new agreement with NationsHealth covering core diabetic supplies, then ▇▇▇▇▇▇▇ agrees that GFV shall be entitled to 50% of all fees payable to ▇▇▇▇▇▇▇ under such extension or new agreement (other than personal appearance fees).
(f) ▇▇▇▇▇▇▇ agrees that, except in connection with complying with and/or exercising his contractual rights, representations, commitments and obligations under the NationsHealth Agreement or any new or extended agreement with NationsHealth, he will not for a period of three years from the date hereof license to any Person the right to use the Marks, the ▇▇▇▇▇▇▇ Indicia or the Indicia Rights in connection with ...
Other Post Closing Covenants. (1) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ covenant and agree as stated in Section 4.01 of this Framework Agreement.
(2) INTL covenants and agrees as stated in Section 4.02 of this Framework Agreement. In addition, Buyers agree that at the request of Sellers and to the extent it is possible under Applicable Laws, Buyers shall also cause Gainvest FCI to enter into a guaranty agreement on term substantially similar to those entered into by Gainvest Argentina at Closing with Sellers.
Other Post Closing Covenants. Immediately following the Closing:
(a) Parent shall take all necessary action to change the name of the Company to “Daybreak, LLC”;
(b) Parent shall be appointed as the sole manager of the Company; and
(c) Parent shall amend and restate the Company Operating Agreement by adopting the Amended and Restated Operating Agreement in substantially the form attached hereto as Exhibit E.
Other Post Closing Covenants. (a) The Graceland Tract, the ▇▇▇▇▇▇▇▇ Lease and Restriction on Use. Following the Closing, the parties agree to take such other commercially reasonable steps as may be required to satisfy the intent of the parties with respect to the segregation of the Graceland Tract. As appropriate, Seller shall pursue subdivision approval and other regulatory approval for the segregation of the Graceland Tract. Buyer shall cooperate with Seller in its pursuit of such approvals; provided, however, Buyer shall not be required to incur any out-of-pocket expenses in connection with such efforts. The parties shall cooperate in the payment of real estate taxes upon the Graceland Tract such that they are prorated based on the percentage of land to be owned by each party. Seller agrees that the Graceland Tract shall not be used as a cemetery, as part of the operation of a funeral home or a crematory or for any other purpose or use that is related to the death care business or that is inconsistent with the operation of Graceland East Memorial Park as a cemetery. Following expiration of the ▇▇▇▇▇▇▇▇ Lease (as defined below), Seller agrees to a similar restriction upon the use of the premises comprising the ▇▇▇▇▇▇▇▇ Lease. Seller agrees that Buyer and Seller shall enter into and record concurrently an agreement, which shall be a covenant running with the land, memorializing such restrictions on the use of the Graceland Tract and the premises comprising the ▇▇▇▇▇▇▇▇ Lease.
Other Post Closing Covenants. (a) As soon as practicable and in no event later than December 31, 2013, each of the respective PRC Companies shall and the Company and the Ordinary Shareholders shall cause each of the respective PRC Companies to, take all necessary actions as required by and duly complete the matters listed in Part 1 of Schedule F hereto.
(b) As soon as practicable after the Closing, each of the respective PRC Companies shall and the Company and the Ordinary Shareholders shall cause each of the respective PRC Companies to, take all necessary actions to duly complete the matters listed in Part 2 of Schedule F hereto.
Other Post Closing Covenants. (a) PEPL agrees that as a portion of the conversion of the Trunkline 26, certain pieces of equipment, pipe or scrap material containing lead-based paint or coatings will be replaced or removed. PEPL agrees to retain title to such items and insure that such are stored, used elsewhere, or disposed of in accordance with applicable Environmental Laws, all at no cost to the Company.
(b) The Parties will execute and deliver and will cause their respective Affiliates and the Company to execute and deliver the Pipeline Tie-In and Procedures Agreements, substantially in the form attached as Schedule 11.8(b), for the Centennial Line and the pipelines owned or operated by TEPPCO in the states of Texas and Illinois and MAP, or its Affiliate, in the State of Illinois.
(c) The Parties will cause the Company to adopt inventory and/or financial management plans such that the transit time from the Company's Beaumont, Texas pump station to TEPPCO's pipelines at Creal Springs, Illinois has a target of thirteen (13) days, except i▇ ▇▇▇ event of extraordinary circumstances, and such that shippers are not disadvantaged by longer transit times.
(d) Except as otherwise provided in this Agreement, the Parties agree that amounts payable with respect to Taxes, if any, on the PEPL Transferred Assets (other than income, franchise and similar taxes which shall be solely the responsibility of PEPL), and all amounts payable with respect to utility charges, maintenance charges and other items of expense attributable to the operation of the PEPL Transferred Assets after the Closing Date shall be prorated as of the Closing Date between PEPL and Centennial. The Parties agree that PEPL and Centennial shall each make such payment to the other after each such item of expense is correctly known as is necessary to allocate such charges and Taxes properly between PEPL and Centennial as of the Closing Date.
(e) PEPL or its Affiliate will grant such licenses, easements, or other rights to the Company as reasonable, necessary, appropriate and sufficient for the Company to route or re-route the Trunkline 26 on or in the vicinity of PEPL's Affiliate's compressor station sites as part of the commissioning and operation of the Trunkline 26. PEPL and the Company will agree in good faith upon the particular form of instrument(s) to be used for such purposes.
(f) The Company in the operation of the Centennial Line, and PEPL or its Affiliates in the operation of the PEPL Excluded Assets, will use all reasona...
Other Post Closing Covenants