Post-Closing Operations Clause Samples

Post-Closing Operations. The ownership and operation of the Assets and Business from and after the Closing Date.

Post-Closing Operations. All liabilities and obligations arising out of events or transactions after the Closing in connection with the operation of the Business by Buyer;

Post-Closing Operations. (a) Following the Closing, subject to the rights under Product IP expressly granted by Arena to Everest Medicines Limited under the Everest License to the extent granted as of the date hereof for the Everest Territory: (i) UT and its Affiliates will have operational control of the Product Assets, and the development, manufacturing and commercialization of Products, APD811 and Compounds, including the conduct of the Clinical Trials; (ii) UT and its Affiliates will have complete control and sole and absolute discretion with respect to decisions concerning the research, development (including with respect to existing or future trials), operations, marketing and regulatory matters with respect to, and the sale of, the Compounds and Products after the Closing; (iii) UT and its Affiliates have no duty to Arena to continue existing clinical trials on the Compounds and/or Products, commence new clinical trials on the Compounds and/or Products, manufacture or commercially exploit the Compounds and/or Products or exert any level of effort in marketing the Compounds and/or Products; (iv) whether or not UT or any of its Affiliates make any sales of the Compounds and/or Products after the Closing, neither UT nor any of its Affiliates is prohibited from researching, developing, manufacturing, acquiring, marketing or selling other products that may compete with or reduce the sales of the Compounds and/or Products; and (v) personnel of UT and its Affiliates may take such actions in connection with the commercial exploitation of the Compounds and/or Products that such personnel believe to be in the best interests of UT and, as applicable, its Affiliates, or otherwise believe to be appropriate, and they are not required to take into account the interests of Arena in determining whether to take such actions. (b) Accordingly, Arena may not challenge in any subsequent claim or action any decision regarding such commercial exploitation of the Compounds or Products made by UT or any of its Affiliates or any director, officer, employee or agent of any of them in what UT, such Affiliate or such decision-making individual subjectively believes to be the best interests of UT or any of its Affiliates. References in this Section 2.7 to UT and its Affiliates shall be deemed to refer, as applicable, to any of their successors with respect to the business of the Compounds and/or Products. Nothing in this Section 2.7 shall limit or reduce the obligation of UT set forth in Section 1.1(c).

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 Operations. 7.1 During the Earnout Period, Purchaser shall: (a) Retain the Ongoing Business in existence in full force and effect and maintain each Company Entity in good standing in each jurisdiction where the nature of the Ongoing Business requires the Company Entities to be qualified to do business; (b) Cause the Company Entities to: carry on and maintain the Ongoing Business in the ordinary course of business and in substantially the same form, style and manner as heretofore operated by the Company Entities; perform, in all material respects all of the material agreements, leases and documents of the Company Entities in the ordinary course of business subsequent to the Closing; use their best efforts to preserve, intact, the relationships with their customers, employees and others having business relations with the Ongoing Business; and conform principles set forth in the definition of “EBITDA”; (c) Cause the Company Entities, each fiscal quarter, to set aside an amount equal to the estimated Earnout payment for that quarterly period into a separate account that is noted as being available for payment to the Sellers, and not use such funds for any purpose other than satisfaction of Purchaser’s obligation to pay the Earnout Payment. 7.2 Without limiting the generality of Section 7.1 and in furtherance and not in limitation thereof, the Purchaser shall, during the Earnout Period: (a) Cause the Company Entities only to engage in the Ongoing Business engaged in by the Company Entities prior to the Closing and such other and further business lines to which any Active Shareholder may consent, such consent not to be unreasonably withheld; (b) Promptly advise the Active Shareholders of any event, condition or occurrence which inhibits or limits or is likely to prevent, inhibit or limit Purchaser from satisfying, in full and on a timely basis, any material covenant, term or condition herein contained; (c) Use its best efforts to obtain and/or maintain all licenses, consents or approvals (from every governmental or regulatory body, or other person) required to be obtained and/or held by Purchaser for or with respect to the Ongoing Business;

Post-Closing Operations. After the Closing, Sellers will be subsidiaries of the Company subject to the terms and conditions outlined in this Agreement. Sellers shall be responsible to report to the Company all financial matters and newsworthy events as they materialize, as Sellers 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 Operations. The Buyer acknowledges that it is an experienced and knowledgeable owner and operator of facilities and assets similar to the Business and will be responsible for and will rely on its own expertise and resources in conducting the Business from and after the Closing.

Post-Closing Operations. Purchaser further hereby agrees to indemnify, defend and hold harmless Seller and Seller's related persons from and against all Claims asserted against, resulting to, imposed upon or incurred by Seller with respect to (a) any of the Assumed Liabilities, (b) the ownership, operation, use or enjoyment of the Assets by Purchaser after the Closing or (c) obligations under the Illume Contracts arising after the Closing.

Post-Closing Operations. Buyer acknowledges that it is an experienced and knowledgeable owner and operator of facilities and assets similar to the Purchased Assets, and will rely on its own expertise in operating said assets from and after the Closing. Buyer covenants for the benefit of Seller to operate the Purchased Assets in material compliance with all applicable Laws, including Laws relating to the regulation of the Hospital, operation of the Purchased Assets, and all Environmental Laws, from and after the Closing.