Post-Closing Business definition

Post-Closing Business as defined in Section 7.6(i).

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Post-Closing Business means the Business as it relates to (a) Events occurring after the Closing, (b) the operation of the Media Business after the Closing, (c) Buyer’s Issues, (d) the operation of the Websites after the Closing, and (e) the ancillary products, services, social media channels, associated with the Events, Media and Business Websites developed after the Closing.

Post-Closing Business means the undergraduate educational programs in business, culinary arts, early childhood education, and hospitality management, operated by the Companies as part of the School prior to Closing, as operated by the Buyer post-Closing.

Examples of Post-Closing Business in a sentence

• Except as specifically set forth herein or as otherwise set forth in the Contribution Agreement, the Company shall have no responsibility or liability for the operation of the GES Post-Closing Business.

• Subject to the terms and conditions set forth herein, the Company shall provide the Company Transition Services, to the extent practicable, in the same manner in which such services were provided by GES to the GES Post-Closing Business prior to the Closing Date.

• Notwithstanding the foregoing, the Parties acknowledge that business conditions may require adjustments to the manner in which the Company provides the Company Transition Services in order to achieve continuity of the GES Post-Closing Business during the Transition Period.

• The Post-Closing Business Transfer Plan shall include an appropriate post-transfer adjustment mechanism, similar to and using the reporting and dispute resolution mechanics contained in Section 2.11 (Post Closing Adjustment), which mechanism shall be performed no less frequently than annually.

• Buyer shall pay the reasonable out-of-pocket expenses incurred by Seller in connection with the provision of the Post-Closing Business Financial Statements hereunder within 10 Business Days of receipt of written request by Seller setting out details and evidence for such out-of-pocket expenses.

More Definitions of Post-Closing Business

Post-Closing Business means the business as operated by the Buyer after Closing.

Post-Closing Business means the Business acquired by the Purchaser hereunder plus any business generated by those current employees of Sellers who are employed by Purchaser. As soon as practicable and in any event within sixty (60) days following the end of the Earn-Out Period, Purchaser shall prepare and deliver to Sellers a statement (the "Earn-Out Statement") setting forth the Gross Profit of the Post-Closing Business for the Earn-Out Period, together with a calculation of the amount of any Earn-Out Payment payable by the Purchaser. Any Earn-Out Payment shall be payable by the Purchaser within 15 days of the day that Sellers notify Purchaser that they agree with the Earn-Out Statement. In the event of any dispute or failure to reach agreement with respect to the amount of the Earn-Out Payment, if any, the applicable Earn-Out Payment shall be determined by the Arbiter (as defined in Section 3.04).

Post-Closing Business means the Businesses conducted by the Purchaser employing the Transferred Trademarks after the Closing

Post-Closing Business means the Business as operated by the Buyer after Closing. “Post-Closing Occupancy Period” shall have the meaning set forth in Section 1.4(g). “Post-Petition Operating Expenses” shall mean all bone fide liabilities and obligations of

Post-Closing Business means the Business acquired by the Purchaser hereunder plus any business generated by those current employees of Sellers who are employed by Purchaser. As soon as practicable and in any event within sixty (60) days following the end of the Earn-Out Period, Purchaser shall prepare and deliver to Sellers a statement (the "Earn-Out Statement") setting forth the Gross Profit of the Post-Closing Business for the Earn-Out Period, together with a calculation of the amount of any Earn-Out Payment payable by the Purchaser. Any Earn-Out Payment shall be payable by the Purchaser within 15 days of the day that Sellers notify Purchaser that they agree with the Earn-Out Statement. In the event of any dispute or failure to reach agreement with respect to the amount of the Earn-Out Payment, if any, the applicable Earn-Out Payment shall be determined by the Arbiter (as defined in Section 3.04). Notwithstanding anything to the contrary contained herein, Purchaser shall have no liability or obligation to Sellers or Strategic of any nature whatsoever related to or arising from its operation of the Post-Closing Business, including with respect to the effect of the operation of the Post-Closing Business on the Gross Profit or the amount of any Earn-Out Payment, provided, however, that the foregoing shall in no way prevent Sellers from contesting the preparation of the Earn-Out Statement and the calculation of the Earn-Out Payment pursuant to the foregoing provisions of this Section 3.02(2)."

Post-Closing Business is defined in Section 9.8(a).

Post-Closing Business means the Business as operated by the Buyer after Closing. “Post-Closing Occupancy Period” shall have the meaning set forth in Section 1.4(g). “Post-Petition Operating Expenses” shall mean all bone fide liabilities and obligations of the Sellers incurred in the ordinary course of the Sellers’ business that first arose and are related to the period of time between the commencement of the Cases and the Closing, including operating expenses, inventory purchases, employee expenses and taxes; provided that such Post- Petition Operating Expenses shall not include any tort liabilities, breach of contract liabilities, causes of action against any one or more of the Sellers, Pre-Closing Creditor Professional Fees, Debtor-In-Possession Professional Fees, Wind Down Expenses, all Excluded Liabilities and liabilities unknown or not disclosed to the Buyer prior to the Closing Date.