Other Post Closing Covenants. After Closing, if any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action as any other Party reasonably may request, all at the sole cost and expense of the requesting Party. If any Party is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with any transaction on or prior to the Closing Date involving the Company, each of the other Parties shall cooperate with it and its counsel in the defense or contest, all at the sole cost and expense of the contesting or defending Party.
Other Post Closing Covenants. (a) Covenant Not to Compete.
Other Post Closing Covenants. (a) The GFE Parties agree that: (i) at each future meeting of stockholders and action by written consent of stockholders of GFE, GFE shall use its commercially reasonable efforts to solicit votes in favor of removing any references to “Xxxxxx Xxxxxxx” or any derivative therefrom from the name of the company until such name change is approved by stockholders; and (ii) GFE shall promptly after such stockholder approval (x) file with the Delaware Secretary of State an amendment to GFE’s certificate of incorporation to reflect such name change and (y) amend the GFV Operating Agreement to remove any references to “Xxxxxx Xxxxxxx” or any derivative therefrom from the name of the company.
Other Post Closing Covenants. (a) The Graceland Tract, the Xxxxxxxx Lease and Restriction on Use. Following the Closing, the parties agree to take such other commercially reasonable steps as may be required to satisfy the intent of the parties with respect to the segregation of the Graceland Tract. As appropriate, Seller shall pursue subdivision approval and other regulatory approval for the segregation of the Graceland Tract. Buyer shall cooperate with Seller in its pursuit of such approvals; provided, however, Buyer shall not be required to incur any out-of-pocket expenses in connection with such efforts. The parties shall cooperate in the payment of real estate taxes upon the Graceland Tract such that they are prorated based on the percentage of land to be owned by each party. Seller agrees that the Graceland Tract shall not be used as a cemetery, as part of the operation of a funeral home or a crematory or for any other purpose or use that is related to the death care business or that is inconsistent with the operation of Graceland East Memorial Park as a cemetery. Following expiration of the Xxxxxxxx Lease (as defined below), Seller agrees to a similar restriction upon the use of the premises comprising the Xxxxxxxx Lease. Seller agrees that Buyer and Seller shall enter into and record concurrently an agreement, which shall be a covenant running with the land, memorializing such restrictions on the use of the Graceland Tract and the premises comprising the Xxxxxxxx Lease.
Other Post Closing Covenants. Immediately following the Closing:
Other Post Closing Covenants. (a) PEPL agrees that as a portion of the conversion of the Trunkline 26, certain pieces of equipment, pipe or scrap material containing lead-based paint or coatings will be replaced or removed. PEPL agrees to retain title to such items and insure that such are stored, used elsewhere, or disposed of in accordance with applicable Environmental Laws, all at no cost to the Company.
Other Post Closing Covenants. (a) As soon as practicable and in no event later than December 31, 2013, each of the respective PRC Companies shall and the Company and the Ordinary Shareholders shall cause each of the respective PRC Companies to, take all necessary actions as required by and duly complete the matters listed in Part 1 of Schedule F hereto.
Other Post Closing Covenants. (1) Xxxxxx Xxxxx Xxxx, Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx covenant and agree as stated in Section 4.01 of this Framework Agreement.
Other Post Closing Covenants
