Covenants After Closing Sample Clauses

Covenants After Closing. 37 9.1 Survival of Representations and Warranties.................... 37 9.2

Covenants After Closing. 44 11. INDEMNIFICATION.........................................................................47

Covenants After Closing. 4.1 Within ten (10) business days after the Closing, UBI shall procure the foreign investment approval under the Taiwan Statute for Investment by Foreign Nationals of transfer of UTI Cash Shares. 4.2 In the event that the executed Power of Attorney as provided in Article 2.2(iv) is required of notarization and legalization, UBI shall cause such document notarized and legalized within ten (10) business days after receipt of UTI's request. 4.3 Each Party shall cooperate with the other, take such further action, and execute and deliver such further documents, as may be reasonably requested by the other Party in order to carry out the terms and purposes of this Agreement.

Covenants After Closing. 8.1 Non-competition 8.1.1 The Sellers covenant and agree with the Purchaser that they shall not during a period of 2 years from the Closing Date, whether directly or indirectly, alone or together with any other persons, on their own account or in conjunction with, through or on behalf of any Affiliates, relatives, agents, intermediaries, joint ventures or alliances, whether as director, manager, shareholder, employee, consultant, subcontractor or in any other capacity: (i) engage or be engaged in any business of clinical research staffing (i.e. the skills or services that are applied c.q. rendered by the Company or any subsidiary of the Company at the Closing Date) in the European Economic Area (including, but not limited to, Belgium, The Netherlands, Luxembourg and Spain) (“Competing Business”); (ii) acquire or hold any interest in any company which is engaged in any Competing Business or which is directly or indirectly controlled by a person engaged in any Competing Business; (iii) solicit, in relation to a Competing Business, any person or entity who was at any time a customer, client or sup­plier or a Prospective Customer, client or sup­plier of any Purchaser Affiliates or any of the Companies of the Group (including any new subsidiaries of Warphi); and (iv) endeavour to entice away from or discourage from dealing with or induce to trade on different terms with the Purchaser Affiliates or any of the Companies of the Group (including any new subsidiaries of Warphi) any person or entity who was at any time a customer, client or sup­plier or a Prospective Customer, client or sup­plier of the same. 8.1.2 The Sellers covenant and agree with the Purchaser that they shall not during a period of 3 years from the Closing Date, whether directly or indirectly, alone or together with any other persons, on their own account or in conjunction with, through or on behalf of any Affiliates, relatives, agents, intermediaries, joint ventures or alliances, whether as director, manager, shareholder, employee, consultant, subcontractor or in any other capacity: hire, employ, solicit the employment or endeavour to entice away from or discourage from being employed or hired by the Purchaser Affiliates or any of the Companies of the Group (including any new subsidiaries of Warphi), any person who was at any time an employee, trade representative, manager, director, consultant, Contract Professional, independent contractor or sub-contractor of the same. By derogation to the abo...

Covenants After Closing. 24 6.1 The Company's Access to Information.....................24 6.2

Covenants After Closing. Each of the parties agrees upon and after the Closing as follows:

Covenants After Closing. (a) CC hereby makes the following covenants to OI which shall take effect upon the Closing: (i) CC shall file a Form 8-K with the SEC concerning: (A) the Closing of the transactions contemplated by this Agreement; (B) the resignation of G. R▇▇▇▇▇▇ ▇▇▇▇▇ as sole Director and all officers of CC, and (C) the appointment of R▇▇▇▇▇ ▇▇▇▇▇▇ as sole Director, President and Principal Executive Officer of CC (and such other appointments as may have been made by M▇. ▇▇▇▇▇▇). (ii) Within 75 days of the Closing, CC shall file with the SEC an amended Form 8-K which includes the pro forma financial statements required by the SEC concerning the disposition of assets or a business. (iii) No later than May 15, 2009 (or May 20, 2009, if a Notice of Extension is timely filed), CC shall file with the SEC the Form 10-Q for the periods ending March 31, 2009 (and March 31, 2008 where required), based solely upon the financial information supplied by OI as set forth in Section 9(b)(iii) below. (b) OI hereby makes the following covenants to CC which shall take effect upon the Closing: (i) Within four business days of the execution of this Agreement, OI shall file, on behalf of CC, a Form 8-K with the SEC stating that this Agreement has been executed, which Form 8-K shall include a copy of this Agreement. (ii) OI shall assume all debts incurred and unpaid by CC as presented to CC on or before April 30, 2009, including the debts incurred to service providers in preparing and filing with the SEC all of CC’s filings after December 9, 2008, through the filing of the Form 8-K described in Section 9(b)(i) above. CC understands that its creditors are not required to accept OI as the sole debtor to them. OI hereby agrees to indemnify CC for any valid debts of CC incurred from December 9, 2008 through the Closing Date, as presented to CC on or before April 30, 2009, which are paid by CC after the Closing. (iii) OI shall provide all financial information in its possession and required by CC’s securities law counsel and auditors to complete the filing of CC’s quarterly report with the SEC by May 20, 2009, as set forth in Section 9(a)(iii) above, and any financial information in OI’s possession which relates to the period from March 31, 2009 until the Closing Date.

Covenants After Closing. 37 - 8.1 Survival of Representations and Warranties.........................- 37 - 8.2 Indemnification....................................................- 38 - 8.3 Mutual Assistance..................................................- 42 - 8.4 Non-Competition; Non-Solicitation..................................- 42 - 8.5 Press Release and Announcements....................................- 44 - 8.6 Expenses...........................................................- 44 - 8.7 Specific Performance...............................................- 44 - 8.8 Arbitration Procedure..............................................- 44 - 8.9 Further Assurances.................................................- 46 - 8.10 Confidentiality....................................................- 46 - 8.11 Tax Matters........................................................- 46 - ARTICLE IX MISCELLANEOUS..................................................................- 48 - 9.1 Amendment and Waiver...............................................- 48 - 9.2 Notices............................................................- 49 - 9.3 Successors and Assigns.............................................- 50 - 9.4 Severability.......................................................- 51 - 9.5 Interpretation.....................................................- 51 - 9.6 Captions...........................................................- 51 - 9.7 No Third-Party Beneficiaries.......................................- 51 - 9.8 Complete Agreement.................................................- 52 - 9.10 Delivery by Facsimile..............................................- 52 - 9.11 Governing Law......................................................- 52 - 9.12 Schedules..........................................................- 52 - EXHIBITS AND SCHEDULES

Covenants After Closing. The Company, the BVI Subsidiary, the PRC Subsidiary and the Ordinary Shareholders (other than Smart Create) covenant and agree with the Investors that, at all times from and after the date hereof, the Company and its Subsidiaries will comply with the following covenants: (a) Use of Proceeds Without the Investors' prior written consent, the Subscription Price paid by the Investors to the Company shall be only used by the Company to finance the business expansion and operation of the PRC Subsidiary or other business functions in accordance with the plan of proposed use of proceeds that the Company will deliver to the Investors at Closing, which plan shall be subject to the Investors' approval.