Post-Closing Covenant definition

Post-Closing Covenant shall have the meaning specified in Section 9.13.

Post-Closing Covenant means any covenant, promise, commitment or other obligation (or any portion thereof) made or undertaken by any Party, in this Agreement or any Other Agreement, to the extent performance or fulfillment thereof is required by its terms to be accomplished after the Closing.

Post-Closing Covenant has the meaning set forth in Section 8.1.

Examples of Post-Closing Covenant in a sentence

• During and after such Non-compliance Discussions, Buyer shall be permitted to furnish additional explanation and documentation in an effort to establish its compliance with each Post-Closing Covenant in question and with this Agreement, and the Attorney General shall receive and consider in good faith all such additional explanation and documentation.

• Each Post-Closing Covenant shall survive the Closing until the earlier of performance of such Post-Closing Covenant in accordance with this Agreement.

• During and after such Non-compliance Discussions, Joint Venture shall be permitted to furnish additional explanation and documentation in an effort to establish its compliance with each Post-Closing Covenant in question and with this Agreement, and the Attorney General shall receive and consider in good faith all such additional explanation and documentation.

• From and after the Closing Date, the Purchaser and its Affiliates and their respective officers, directors, employees, successors and permitted assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the Seller from and against any and all Losses to the extent arising out of or resulting from (a) any breach of any Post-Closing Covenant by the Seller or its Subsidiaries or (b) any Excluded Asset or Excluded Liability.

• Each proposal shall be valid for a minimum period of six (6) months calculated from the closing date.

More Definitions of Post-Closing Covenant

Post-Closing Covenant means any covenant to the extent required to be performed by any Selling Entity or by Buyer, as applicable, under this Agreement following the Closing.

Post-Closing Covenant means the Post-Closing Covenant to be attached as Exhibit B-2 to the Bargain and Sale Deed for the Town Property and to the Bargain and Sale Deed for the PAR Property, as provided in the Town Purchase Agreement and the PAR Purchase Agreement, respectively.

Post-Closing Covenant has the meaning given such term in Section 10.1.

Post-Closing Covenant means a covenant that this Agreement provides is to be performed after the Closing.

Post-Closing Covenant means any covenant required to be performed by any Seller or by Buyer, as applicable, under this Agreement following the Closing, including, with respect to Buyer, the obligation to deliver to the applicable operator of a Well and/or Assigned Leases and Interests a copy of the recorded Assignment evidencing the conveyance of Sellers’ interest in such Well and/or Assigned Leases and Interests to Buyer, as provided in Section 7.3.

Post-Closing Covenant has the meaning set forth in Section 10.1(b). “Pre-Closing Period” has the meaning set forth in Section 6.1(d). “Pre-Closing Statement” has the meaning set forth in Section 2.3(a). “Pre-Closing Tax Period” means any taxable period that ends on or before the Closing Date and, in the case of a taxable period that begins on or before but ends after the Closing Date, the portion of such taxable period ending on the Closing Date. “Principal Market” means, with respect to any day on which the Class A Common Stock of Parent is listed or admitted to trading or quoted on any securities exchange or quotation facility (whether U.S. national or regional or non-U.S.), the principal such exchange or facility on which the Class A Common Stock of Parent is so listed or admitted or so quoted. “Proceeding” means any judicial, administrative or arbitral action, cause of action, suit, claim, demand, citation, summons, subpoena, investigation, examination, audit, review, inquiry or proceeding of any nature, whether civil criminal, regulatory or otherwise, in law or in equity, in each case by, on behalf of, before or involving any court, tribunal, arbitrator or other Governmental Authority. “Profit Holders” means each of the Employee Profit Holders and the Consultant. “Prospective Client” means those Persons that the Company is actively soliciting or planning to solicit as of the Closing Date (or solicited within one year preceding the Closing Date) or with whom the Company has had contact by email (other than as result of a mass mailing), telephone or in person or with respect to which the Company has obtained Confidential Information, in each case within one year before the Closing Date. “Purchased Interests” has the meaning set forth in the Recitals. “Purchase Price” has the meaning set forth in Section 2.1. “Purchaser” has the meaning set forth in the Preamble and includes any successor or permitted assign. “Purchaser Indemnitees” has the meaning set forth in Section 10.2(a).

Post-Closing Covenant has the meaning set forth in Section 4.1.