Obligations After the Closing Clause Samples

Obligations After the Closing. 53 Section 13.01
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Obligations After the Closing. (a) The Sellers (except Forest, Matrix, Sequoia, and Qualcomm) undertake that they will or will cause the relevant parties to complete the following matters within 10 days after the Closing Date: (i) provide the Buyer with Beijing Baina Information’s business registration information sheet printed from the information system of the industrial and commercial registration department, proving that the Buyer or the designated person of the Buyer holds 60% equity of the Company and the authenticity and integrity of that information sheet shall be certified by the legal representative of Beijing Baina Information and accepted by the Buyer; (ii) Beijing Baina Information completes the submission of necessary registration and filing with the competent departments with respect to the appointment of the legal representative according to Article 5.1(f). (b) The Sellers (except Forest, Matrix, Sequoia, and Qualcomm) promise to, within 10 business days after the Closing Date, cause the US Company to notify Yahoo of the change of the controlling right under the Transaction according to the requirements of their business contracts with Yahoo; (c) The Sellers (except Forest, Matrix, Sequoia, and Qualcomm) undertake that they will or will cause the relevant parties to complete the following matters within 1 month after the Closing Date: (i) complete the following matters relating to the lease of the house: (A) the Domestic Companies complete the registration and filing for the lease of the house as required by all applicable laws; (B) the Domestic Companies offer all house ownership certificates or other house ownership documents with respect to the house they leased, which are to the reasonable satisfaction of the Buyer; (C) Beijing Baina Information has renewed its lease agreement to continue leasing ▇▇▇▇▇ ▇-▇-▇, ▇▇▇▇▇ ▇, # ▇ ▇▇▇▇▇, ▇▇.▇ A Xueyuan Road, Haidian District, Beijing, or other lease agreements to the satisfaction of the Buyer to lease an appropriate place for operation; (ii) Beijing Baina Information completes the change of its business license to add the “Internet Information Service” in its business scope; (iii) Chengdu Xingyu completes the transfer of its software the copyright of which is held by it to Baina Wuhan; (iv) The Japan Company gets the approval of IVP Fund II A LP and IVP Fund II B.L.P. (collectively as, the “IVP”) for the Overseas Transaction, and the confirmation from IVP that it will not require the Japan Company to repurchase the preferred ...
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Obligations After the Closing. 7.1 Tax Periods Ending on or Before the Closing Date. HBI shall prepare or cause to be prepared and file or cause to be filed (at its expense) all Tax Returns relating to the Company for all periods ending on or prior to the Closing by the Company. Such Tax Returns shall be prepared in a manner consistent with the Tax Returns (including amended Tax Returns) filed on or prior to the date of Closing for prior fiscal periods. HBI shall pay, or cause to be paid, all Taxes shown as due (or required to be shown as due) on such Tax Returns.
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Obligations After the Closing. Selling Parties agree that, following the Closing Date:
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Obligations After the Closing. The Parties agree to fulfill the following obligations after the Closing and during the term of this Agreement: (i) To negotiate and execute all the Legal Acts as described in the First clause of this Agreement not later than July 1st, 2005. (ii) JO, JH and QP are obligated to perform all the activities necessary to regularize the legal, accounting, fiscal, financial and operative situation of QP following the indications and instructions given by OIS and/or OTM or their external advisors (hereinafter referred to as the “Advisors”). For such purpose, JO agrees and shall be obligated to deliver all the documents, files and information of QP that are requested to him by whatever mean. (iii) JO, JH and QP shall subscribe all the documents that are necessary, requested, drawn up, negotiated or recommended by OIS/OTM or their Advisors in accordance with the provision of item (ii) above. These documents include, but are not limited to: the signature of the QP Partners Meeting Minutes; the preparation of records and entries in the QP corporate books; the contracts, agreements and other documents that must be subscribed by QP to regularize its legal situation with respect to third parties; tax and contribution payments and their accessories, as the case may be; among others. (iv) JO, JH and QP shall be obligated not to constitute any encumbrance, guarantee or limitation of use or ownership over any of the assets of QP, including but not limited to properties and rights acquired as of this date or in the future. (v) JO agrees and is obligated not to constitute any encumbrance, guarantee or limitation of use or ownership over any partnership interest held by him in QP. (vi) JO, JH and QP are obligated to serve immediate written notice to OIS and OTM in connection with any suit, claim, controversy, fine, garnishment or any legal action brought or imposed by any third party or authority to QP or to JO and JH personally.
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Obligations After the Closing. After the Closing, the Sellers will ----------------------------- treat and hold as such all Confidential Information, refrain from using any Confidential Information except in connection with this Agreement, and deliver promptly to LLC or destroy, at the request and option of Buyer, all tangible embodiments (and all copies) of Confidential Information which are in the Sellers' possession. In the event that the Sellers are requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Sellers will notify Perseus and LLC promptly of the request or requirement so that Perseus and LLC may seek an appropriate protective order or waive compliance with the provisions of this Section 14.3. If, in the absence of a protective order or the receipt of a waiver hereunder, the Sellers are, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Sellers may disclose the Confidential Information to the tribunal; provided, however, that the Sellers shall use its reasonable best efforts to obtain, at the request of Perseus or LLC, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as Perseus or LLC shall designate.
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Obligations After the Closing 
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Related to Obligations After the Closing

  • After the Closing Buyer and Seller shall execute and deliver, or shall caused to be executed and delivered from time to time, such further instruments of conveyance and transfer and shall take such other action as any Party may reasonably request to convey and deliver the Interests to Buyer, to accomplish the orderly transfer of the Interests to Buyer, or to otherwise effectuate the transactions contemplated by this Agreement. If either Party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper Party. If an invoice or other evidence of an obligation is received by a Party, which is partially an obligation of both Seller and Buyer, then the Parties shall consult with each other and each shall promptly pay its portion of such obligation to the obligee.

  • Actions at the Closing Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of ▇▇. ▇▇▇ ▇▇▇▇ from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

  • Seller’s Obligations at Closing At the Closing Seller shall:

  • Actions at Closing At the Closing, the following actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

  • Buyer's Obligations at Closing At Closing, Buyer shall: