Actions After Closing Clause Samples
Actions After Closing a. From and after the Closing Date, the parties shall use their reasonable best efforts to effectuate the transfer of the ownership of the Acquired Assets.
b. Upon the request of Buyer, Sellers and, to the extent necessary, Principal Officer and Owners, shall execute, acknowledge and deliver all such further deeds, bills of sale, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required to convey and transfer to and vest in Buyer and protect its right, title and interest in the Acquired Assets and as may be appropriate otherwise to carry out the transaction contemplated by this Agreement.
c. For a period of eighteen (18) months after the Closing Date, each Seller agrees that (i) without the prior written consent of Buyer, such Seller will not recruit, hire or attempt to recruit or hire, directly or indirectly, any employee of Buyer; provided that the restriction on solicitation of employees set forth in this Section 10(c) shall apply only to employees of Buyer that are working at a Franchise Restaurant or the Joint Venture Restaurant or who were employees of any Seller prior to the consummation of the transactions contemplated by this Agreement.
d. For a period of three (3) years from the date of this Agreement, each Seller agrees that it will not, directly or indirectly, engage in, participate in and shall have no interest as a shareholder, partner, joint venturer, agent, creditor or consultant, or in any other capacity, or have any other direct or indirect financial interest in the business or operations of any business, firm, person, partnership, corporation, enterprise or concern, that operates restaurants in the United States that have like menus as the Business as of the date hereof or that employ the same or similar restaurant themes as the Business on the date hereof or that have entertainment facilities (including games or rides) the same or similar to the Business on the date hereof; provided, however, nothing in this Agreement shall be deemed to prevent or limit the right of any Seller to (i) engage or participate in the business of leasing real estate, or (ii) own capital stock or other securities of any corporation, the securities of which are publicly owned or regularly traded in the over-the-counter market or on any securities exchange, provided that any Seller does not acquire beneficial ownership (as determined under Rule 13d-3 of the Securities Exchange Act of 1934) of more than five percent of i...
Actions After Closing. (a) On the Business Day after the Closing Date, the Company must lodge with ASX a notice which complies with section 708A(6) of the Corporations Act.
(b) No later than two Business Days after the Closing Date, the Company must cause its share registry to deliver to the Investor or the allottee of the Investment Shares:
(i) a holding statement evidencing the allotment and issue of the Investment Shares on the Closing Date; and
(ii) details of all necessary identification numbers and other information necessary to enable the allottee to deal immediately with the issued Investment Shares.
Actions After Closing. 1. WCE shall at its cost and expense prepare or file or cause to be prepared and filed all Tax Returns required to be filed with any governmental entity in respect of the businesses, operations and income of WCE during any period prior to the Closing.
2. PETROHAWK shall prepare and file timely with the Internal Revenue Service a Form 1065 for WCE for the accounting period of January 1, 2004, through the date preceding the date of Closing, and a copy thereof shall be provided to the STOCKHOLDERS no later than March 15, 2005.
3. PETROHAWK shall maintain for a period of six years after the date of Closing all accounting and financial files, books, and records delivered to them pursuant to this Agreement with respect to the business, operations, and income of WCE prior to Closing. Such files, books and records shall be available for inspection by the STOCKHOLDERS, their consultants and representatives, during regular business hours and on reasonable notice to PETROHAWK.
4. The STOCKHOLDERS will cause to be paid to those persons who are employees of WCE at the time of Closing the aggregate sum of Three Million Dollars ($3,000,000) as severance compensation for their services theretofore rendered to WCE, subject to applicable withholding and payroll taxes. An amount necessary to pay and satisfy the aggregate amount of all severance payments immediately after the Closing shall be paid within three (3) business days after the Closing to such persons and in such amounts as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ may designate by written instrument delivered to PETROHAWK on or before Closing. All of the remaining portion of such sum shall be paid in such amounts as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ may in his discretion determine. Such amounts shall be paid to such persons at such time or times (not to exceed six (6) months after the date of Closing) as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ may then determine.
5. There are currently in force and effect with respect to employees of WCE the following (collectively, the "Benefits Plans"):
(a) a Medical Insurance Plan pursuant to Policy No. 088974 issued by Blue Cross and Blue Shield of Texas;
(b) a Health Benefit Plan created pursuant to Section 125 of the Internal Revenue Code, identified as Plan Number 002 of WCE;
(c) an Employee Retirement Savings Plan created pursuant to Section 401(b) of the Internal Revenue Code, and identified as Plan Number 001 of WCE;
(d) a Long-Term Disability Insurance Plan pursuant to Policy No. L656239 issued by Nor...
Actions After Closing. (a) After the Closing and on or before the last day of the taxable year in which the Closing occurs, except with the prior written consent of Parent, the Buyer shall not, and shall cause each Affiliate of the Buyer and each Purchased Entity not to, (i) sell or otherwise transfer any assets of a Purchased Entity other than in the ordinary course of business; (ii) make any distribution in cash or in kind from a Purchased Entity; (iii) redeem any shares or other equity interests of a Purchased Entity; (iv) permit or cause the merger, consolidation or liquidation of any Purchased Entity; (v) permit or cause any Purchased Entity to purchase any shares of capital stock or other equity interests of the Buyer or any Affiliate of the Buyer; or (vi) make any United States federal tax entity classification election with respect to any Purchased Entity with an effective date before the first day of the first taxable year following the taxable year in which the Closing occurs. To the extent Buyer takes, or causes any Affiliate of the Buyer or any Purchased Entity to take, any such actions without the prior written consent of Parent, Buyer Parent and Buyer shall indemnify the Seller Indemnified Parties against any Losses suffered as a result of such action, as provided in Section 7.3(a)(ii).
(b) None of Buyer, any Purchased Entity, or any of their Affiliates shall amend, refile or otherwise modify any Tax Return with respect to any Purchased Entity for any Pre-Closing Tax Period without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned.
Actions After Closing. (a) None of Buyer, any Affiliate of Buyer, any Purchased Entity or any Subsidiary of a Purchased Entity shall take any action on or after the Closing Date that could increase the Tax Liability of the Sellers with respect to any Pre-Closing Tax Period, including pursuant to Section 951 or 1248 of the Code resulting from transactions or actions entered into by any such entity on or after the Closing Date but on or prior to the last day of the taxable year in which the Closing occurs, or could increase the Sellers’ indemnification obligations pursuant to this Agreement or any Ancillary Agreement.
(b) Buyer, any Purchased Entity, any Subsidiary of a Purchased Entity or any of their Affiliates may make an election under Section 338 of the Code or any comparable election under state, local or foreign Tax Law with respect to the Transactions if requested in writing by Parent; provided, however, that if Parent has not made such a request, none of Buyer, any Purchased Entity, any Subsidiary of a Purchased Entity or any of their Affiliates shall make such an election without the prior written consent of Parent.
(c) None of Buyer, any Purchased Entity, any Subsidiary of a Purchased Entity or any of their Affiliates shall amend, refile or otherwise modify any Tax Return with respect to any Purchased Entity or any Subsidiary of a Purchased Entity for any Pre-Closing Tax Period without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned.
Actions After Closing. The Parties agree as follows with respect to periods arising after the Closing Date and agree that the obligations set forth in this Article 9 survive the Closing.
Actions After Closing. 15.1. After the Closing Date, Sellers will, without further cost or expense to Purchaser, execute and deliver to Purchaser (or cause to be executed and delivered to Purchaser), such additional instruments of conveyance, and Sellers shall take such other and further actions as Purchaser may reasonably request to complete the legal formalities necessary to sell, transfer, and assign to Purchaser and vest in Purchaser title to the Shares and to vest in the DME Portfolio assets necessary to conduct its business in future as it is currently being conducted.
15.2. As and to the extent Sellers shall have failed to obtain prior to Closing Date the consent or approval (or an effective waiver thereof) of any person or persons in respect of any item described in Clause 6.4 hereof, after the Closing Date:
(a) the Parties will use their best efforts to obtain from such person or persons the consents or approvals (or effective waivers thereof); and
(b) if the Parties are unable to obtain any such consent, approval, or waiver, then (1) this Agreement shall not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent, approval, or waiver would constitute a breach of such item or create in the issuer or any party thereto the right or power to cancel or terminate such item and (2) Sellers will cooperate with Purchaser in any reasonable arrangement designed to provide Purchaser with the benefit of Sellers’ rights under such item, including enforcement (at Purchaser’s expense) of any and all rights of Sellers against such person as Purchaser may reasonably request.
15.3. Sellers shall provide Purchaser and its subsidiaries with information and assistance necessary to permit the Activities of the DME Group to continue during the transition period after Closing without interruption and without being adversely affected by the Transaction.
Actions After Closing. 7.1 FURTHER CONVEYANCES: After the Closing, TRW will, without further cost or expense to Purchaser, execute and deliver to Purchaser (or cause to be executed and delivered to purchaser), such additional instruments of conveyance, and TRW shall take such other and further actions as Purchaser may reasonably request and which are ordinarily provided by a seller, more completely to sell, transfer, and assign to Purchaser and vest in Purchaser Ownership to the Acquired Assets.
Actions After Closing. After such Closing each party, at the request of the other and without further consideration, will from time to time execute and deliver such other and further instruments, make such cash payments, and do and perform such other and further acts and things as may be necessary or appropriate to effect the agreement herein made. If, within one (1) year after the Closing either party shall receive any payment belonging to the other party or pay any obligation of the other party, the party receiving the payment due 53 to the other party shall promptly remit the same to such other party, and the party making a payment for the account of the other party shall be promptly reimbursed by the other party the amount of such payment. SELLER will cooperate with and assist BUYER in its efforts to effect the succession of BUYER as operator of the CONTRACT PROPERTIES now operated by SELLER.
Actions After Closing. After such Closing each party, at the request of the other and without further consideration, will from time to time execute and deliver such other and further instruments, make such cash payments, and do and perform such other and further acts and things as may be necessary or appropriate to effect the agreement herein made. WC99, as the tax matters member of LNP, will prepare and file the 2002 Federal Form 1065 and Oklahoma Form 514 on or before April 15, 2003, and such 2003 returns within 90 days after Closing. If after the Closing either party shall receive any payment belonging to the other party or pay any obligation of the other party, the party receiving the payment due to the other party shall promptly remit the same to such other party, and the party making a payment for the account of the other party shall be promptly reimbursed by the other party the amount of such payment.