Post Closing Covenants of Seller. Seller covenants and agrees that from and after the Closing: (a) Seller does not, and shall not at any time own, directly or indirectly (actually or by applying constructive ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code of 1986, as amended (the "Code")) ten percent (10%) or more in value of the shares of the Company or unless expressly waived by the Board of Directors of the Company, a ten percent (10%) or greater interest in Buyer; and (b) Seller is not and will not be a "tax-exempt entity" (within the meaning of Section 168(h)(2) of the Code), and no person holding an interest in Seller is or will be a person that causes all or any portion of the Property to be treated as "tax-exempt use property" (within the meaning of Section 168(h)(1) of the Code).
Post Closing Covenants of Seller. (a) Until December 31, 2011, Seller (through Wxxxx Xxxxxxxxx) shall provide to Buyer any reasonable information that the Buyer requests from Seller in order that Buyer may fulfill any of its regulatory obligations, provided, that it is acknowledged that Seller shall not be required to employ any Person after the Closing Date or engage any service professionals to fulfill these obligations after the Closing Date.
Post Closing Covenants of Seller. 8.1 Consents Nothing contained in this Agreement shall be construed as an assignment or an attempted assignment of any contract which is by law non-assignable without the consent of the other party or parties thereto, unless such consent shall be given. Notwithstanding any other Section of this Agreement, to the extent that any additional consent or approval of any third person is required after Closing (i) in order to assign any of the Assets from Seller to Buyer or (ii) by reason of the transactions provided for in this Agreement, Seller will use its best efforts to obtain such consents and approvals.
Post Closing Covenants of Seller. Seller hereby covenants and agrees that on and after the Closing Date:
Post Closing Covenants of Seller. Seller shall be responsible for all obligations and liabilities of Seller with respect to any employees employed at the Restaurants arising prior to the Closing Date, including, but not limited to, all such obligations of Seller for salaries, vacation and holiday pay, severance payments, bonuses, retirement benefits, welfare benefits, and other forms of compensation, benefits, or other payments or liabilities of Seller arising under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1986.
Post Closing Covenants of Seller. Seller covenants and agrees, upon the reasonable request of Buyer at any time and from time to time after the Closing, Seller will forthwith execute and deliver, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and do all things necessary or proper, as Buyer or its counsel may reasonably request, in order to vest, perfect or confirm, of record or otherwise, the right, title and interest of Buyer, its successors and assigns, in and to the Purchased Assets or otherwise to carry out the purposes of this Agreement.
Post Closing Covenants of Seller. After the closing, except upon Seller's receipt of Buyer's prior written waiver, Seller will take all those actions set forth on Schedule 3.6 hereto. All costs, expenses and liabilities (of any nature whatsoever, whether accrued, absolute or contingent, whether known or unknown, whether disclosed or undisclosed, whether due or to become due and regardless of when or by whom alleged), arising from the Seller's compliance with this post-closing covenant, will be borne by the Seller as an Excluded Liability and the Buyer will be indemnified for such additional Excluded Liability pursuant to Article VIII of the Agreement.
Post Closing Covenants of Seller. During the period from and after the Closing, Seller agrees (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consent in writing) as follows:
Post Closing Covenants of Seller. Article 3 of the Agreement is hereby amended to add the following text as new Section 3.5:
Post Closing Covenants of Seller. Seller acknowledges that Buyer may, after the Closing, apply for necessary land use entitlements for Buyer’s intended use of the Property, all at Buyer’s sole cost and expense. Seller shall reasonably cooperate with Buyer in connection with all required submittals and processing of Buyer’s land use entitlements, except that Seller has no liability and no obligation to incur any out-of-pocket costs in connection with its cooperation. This Section 17 shall surviving Closing.
