Post-Closing Management Sample Clauses

Post-Closing Management. Buyer shall cause FFRM to continue to provide partnership administration services (preparation of Seller's tax returns and reports and attendant income tax schedules for partners of Seller and the like) to Seller at no cost to Seller until Seller has been dissolved and finally liquidated. If FFRM fails to perform such partnership administration services for any reason, Buyer shall be obligated to perform, or cause to be performed, such partnership administration services. (The rest of this page is intentionally left blank.) GREAT LAKES INVESTORS LLC By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, Manager RAL YIELD + EQUITIES IV LIMITED PARTNERSHIP By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, General Partner By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx, General Partner By: /s/ Xxxx Xxxxx Xxxx Xxxxx, General Partner CONSENT OF MANAGER First Financial Realty Management, Inc. agrees to the provisions of Section 13(g) of this Agreement. FIRST FINANCIAL REALTY MANAGEMENT, INC. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, President
Sample 1
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Post-Closing Management. Following the Closing, the senior management of the Company will be comprised of a team to be identified on Section 5.05 of the Disclosure Schedules. Buyer may make changes to the Company’s compensation and benefits program in its sole and absolute discretion. Buyer will continue to employ Bxxxxxx Xxxxx and Jxxxx Xxxx through December 31, 2018 at their rate of compensation existing as of June 30, 2017. From the date hereof until the Closing or the termination of this Agreement pursuant to Section 9.01, Buyer and Jxxx Xxxx shall negotiate in good faith the terms of a consulting or similar agreement (the “Consulting Agreement”) pursuant to which Jxxx Xxxx (or an entity controlled by Jxxx Xxxx) shall provide certain consulting and advisory services to the Company for which he shall be paid four (4) times the excess of the royalty fee revenue, not including any royalty and/or franchise fees that the Company shares with any area developer, area director or any other Person, recognized by the Company during the 2018 and 2019 fiscal years over such royalty fee revenue recognized by the Company for the 2017 fiscal year.
Sample 1
Post-Closing Management. Because of the Parties’ intention stated in Section 5.8, Buyer agrees after Closing it will manage, at its sole cost and expense (including attorney’s fees, settlement or judgement costs): (i) the payment and satisfaction of any Liabilities which relate to the Acquired Assets, Assumed Liabilities, or the BH Media Newspaper Business, and (ii) the investigation, defense or prosecution of any subpoena, demand, action, suit, inquiry, claim, investigation or proceeding which is pending, instituted or threatened against BH Media (and its Affiliates, if applicable) or its current or former Representatives acting within the scope of their official duties, and which relates to or arises out of the Acquired Assets, Assumed Liabilities, or the BH Media Newspaper Business, regardless of whether the events giving rise to the Liability for any such matter described in (i) or (ii) above occurred prior to or following the Closing (each such matter a “BH Media Newspaper Matter”). Schedule 5.9 lists all currently ongoing litigation matters involving BH Media in federal or state court. Following the Closing, Buyer will indemnify BH Media and its Affiliates from any Liability related to a BH Media Newspaper Matter and will reimburse all costs incurred by BH Media or its Affiliates in connection with a BH Media Newspaper Matter, including reasonable attorney’s fees. In performing its obligations under this Section 5.9, Buyer and its Affiliates will not agree to settle any BH Media Newspaper Matter without BH Media’s consent unless such settlement agreement contains a full and complete release of BH Media (and its Affiliates, if applicable) with no admission of guilt or wrongdoing, and contains no non-monetary obligations of BH Media other than an obligation to keep the settlement agreement and discussions confidential.
Sample 1
Post-Closing Management. In order to remove doubt the parties agree that after the Closing the management of the representative office and all matters relating to the representative office including budgets will be directed entirely by the Purchaser. 18 18
Sample 1
Post-Closing Management. Following the Closing, Xxxx Xxxxx shall be the sole manager of the Company (or functional equivalent if the Company’s entity form is changed), to serve until his resignation. In the event that Xxxx Xxxxx ceases to be the manager of the Company (or functional equivalent if the Company’s entity form is changed), the Board of Directors of Mobiquity shall designate the successor manager(s). This Section 10.01 shall apply so long as Mobiquity is a member of the Company. The Company shall, and Mobiquity and GEAL as the members of the Company shall cause the Company to, amend its Operating Agreement to effectuate the foregoing.
Sample 1
Post-Closing Management. From the date hereof until the Closing or the termination of this Agreement pursuant to Section 9.01, Buyer and Jxxx Xxxx shall negotiate in good faith the terms of a two-year consulting or similar agreement (the “Consulting Agreement”) pursuant to which Jxxx Xxxx (or an entity controlled by Jxxx Xxxx) shall provide certain consulting and advisory services to the Company for which he shall be paid four (4) times the excess of the royalty fee revenue, not including any royalty and/or franchise fees that the Company shares with any area developer, area director or any other Person, recognized by the Company during the first and second twelve (12) month periods during the term of such Consulting Agreement over such royalty fee revenue recognized by the Company for twelve (12) month period ending June 30, 2018.
Sample 1
Post-Closing Management. Buyer shall cause FFRM to continue to provide partnership administration services (preparation of Seller's tax returns and reports and attendant income tax schedules for partners of Seller and the like) to Seller at no cost to Seller until Seller has been dissolved and finally liquidated. If FFRM fails to perform such partnership administration services for any reason, Buyer shall be obligated to perform, or cause to be performed, such partnership administration services. (The rest of this page is intentionally left blank) GREAT LAKES INVESTORS LLC RAL - YIELD EQUITIES II LIMITED PARTNERSHIP By: /s/ Douglas C. Heston Xx: /s/ Thomas R. Brophy Douxxxx X. Xxxxxx, Thomas R. Brophy, Maxxxxx General Partner By: /s/ John A. Hanson John A. Hanson, General Partner By: /s/ Robert A. Long Robert A. Long, General Partner By: /s/ Bart Starr Bart Starr, General Partner CONSENT OF MANAGER First Financial Realty Management, Inc. agrees to the provisions of Section 13(g) of this Agreement. FIRST FINANCIAL REALTY MANAGEMENT, INC. By: /s/ Douglas C. Heston Douglas C. Heston, President
Sample 1
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Post-Closing Management. Immediately after Closing, WILS shall conduct a Special Meeting of Shareholders at which a new Board of Directors shall be elected. The Board will be composed by five members of which four will be named by former Crio management and one by former Wiless management. Two of the members will be considered outside directors.
Sample 1

Related to Post-Closing Management

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Post-Closing Operations After the Closing, ACQUIRED COMPANY will be a wholly-owned subsidiary of the Company subject to the terms and conditions outlined in this Agreement. ACQUIRED COMPANY shall be responsible to report to the Company all financial matters and newsworthy events as they materialize, as Seller recognizes Company is a publicly traded company and has certain material obligations of disclosure pursuant to state and federal laws, statutes and regulations.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, for three (3) months immediately following the Closing Date, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Access In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operations.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

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