Post-Closing Operation of the Business Sample Clauses

Post-Closing Operation of the Business. Subject to the terms of this Agreement, subsequent to the Closing, the Buyer shall have sole discretion with regard to all matters relating to the operation of the Business and shall operate the Business in good faith and in the ordinary course of business and reasonably consistent with past practices of the Seller prior to the Closing. The Buyer shall not, directly or indirectly, take any actions in bad faith that could unreasonably restrict the achievement of the Earn-Out Payment, or which could have the purpose of avoiding or reducing any of the Earn-Out Payment hereunder. Notwithstanding the foregoing, the Buyer has no obligation to operate the Business in order to maximize the amount of any Earn-Out Payment.

Post-Closing Operation of the Business. (a) From and after the Closing Date, Buyer will have the power and right to control the business and operations of Buyer (including the Transferred Companies and the Business) in its discretion; provided that such business and operations shall be conducted using the good faith, reasonable business judgment of the officers, directors and other executives of Buyer consistent with reasonably prudent business practices; provided further, that Buyer will not take any action intended to reduce or eliminate the amount of any Earn-Out Payments to which Seller would otherwise be entitled. (a) Within 15 days of the Initial Earn-Out Measurement Date, Buyer shall deliver to Seller a statement (the “Initial Earn-Out Statement”) setting forth the Qualified MFLMS Customers as of the Initial Earn-Out Measurement Date, if any, and the aggregate percentage of MFLMS Gross Sales attributable to such Qualified MFLMS Customers. Within 15 days of the Final Earn-Out Measuring Date, Buyer shall deliver to Seller a statement (the “Final Earn-Out Statement” and, together with the Initial Earn-Out Statement, the “Earn-Out Statements”) setting forth (i) the Qualified MFLMS Customers as of the Final Earn-Out Measuring Date, if any, and the aggregate percentage of MFLMS Gross Sales attributable to such Qualified MFLMS Customers, (ii) the Qualified VA/LI Customers as of the Final Earn-Out Measuring Date, if any, and the aggregate percentage of VA/▇▇ ▇▇▇▇▇ Sales attributable to such Qualified VA/LI Customers and (iii) any Earn-Out Payments to which Seller is entitled. (b) During the 30-day period after Buyer’s delivery of the applicable Earn-Out Statement, Seller shall be permitted to review the MFLMS Agreements, VA/LI Agreements and any books and records of the Buyer relating to the calculations of the aggregate percentage of MFLMS Gross Sales attributable to Qualified MFLMS Customers or the aggregate percentage of VA/▇▇ ▇▇▇▇▇ Sales attributable to Qualified VA/LI Customers, as applicable. Unless Seller notifies Buyer prior to the end of such 30- day period of any objection (an “Earn-Out Notice of Objection”) to the calculation of such aggregate percentages or the Earn-Out Payments to which Seller is entitled, the applicable Earn-Out Statement shall become final and binding. Any Earn-Out Notice of Objection shall specify in writing in reasonable detail the nature and amount of any objections. (c) If Buyer properly delivers an Earn-Out Notice of Objection to Buyer within such 30- day peri...

Post-Closing Operation of the Business. The parties hereto agree that it is in their mutual best interests to maximize the financial performance of the Company following the Closing in order that Seller shall have a fair and reasonable opportunity to earn the Earn-out Payments. Notwithstanding the foregoing, subject to the terms of this Agreement, subsequent to the Closing, the Company shall have sole discretion with regard to all matters relating to the operation of the Company and the Business, including, but not limited to, the pricing of petroleum products, the setting of rebates for the purchase of petroleum product and, subject to compliance with the terms of Section 2.9.8 hereof, transferring ownership or any or all of the Properties to Affiliates of the Company or Buyer or to any third party, provided, that the Company and Buyer shall not, directly or indirectly, take any actions (or fail to take any action) in bad faith that would have the purpose of avoiding or reducing any of the Earn-out Payments, including by engaging in any activities or transactions which are intended to, or otherwise have, the effect of deferring the receipt or recognition of revenue or accelerating the payment or recognition of expenses taken into account in calculating the Earn- out Payments. Notwithstanding the foregoing, so long as the Company and Buyer do not intentionally operate the Business in a manner that is intended to minimize future Earn-out Payments, the Company and Buyer have no obligation to operate the Company or the Business in a manner that is intended to maximize the amount of any future Earn-out Payments.

Post-Closing Operation of the Business. Subject to the terms of this Agreement, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company; provided, however, that for a period of 18 months following the Closing Date (or such earlier period as amounts outstanding under the Note are repaid in full or such longer period as any amounts remain outstanding under the Note, as the case may be): (i) Buyer shall operate the Company in good faith, (ii) Buyer shall not directly or indirectly sell or otherwise transfer all or substantially all of the equity or assets of the Company unless, as a prerequisite to such sale, the acquirer agrees in writing to assume (and to cause any subsequent acquirer to assume) the obligations of Bloomios with respect to payments remaining due under the Note, (iii) Buyer shall not divert, transfer or otherwise allocate earnings, income, revenue or sales or business opportunities from the Company that are originated or received by the Company or its representatives to any other business unit, division or affiliate of Buyer, and (iv) in the event that Buyer or its affiliates provide corporate, technology, marketing, accounting, legal or other professional services or administrative or back-office services to the Company, Buyer may allocate those expenses related to the services to the Company provided that such allocations are reasonable and appropriate in relation to the level of service provided. Notwithstanding the foregoing, Buyer has no obligation to operate the Company in a manner calculated to achieve, accelerate or maximize any payment under the Note.

Post-Closing Operation of the Business. Subject to the terms of this Agreement, after the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company.

Post-Closing Operation of the Business. The parties acknowledge that following the Closing, Buyer shall be entitled in its sole discretion to operate the Business of the Company in the manner it determines, subject to obtaining approval of its Board of Directors, when and as necessary without regard to the effect thereof on any Transaction Document. The parties further acknowledge that the Buyer may, in its sole discretion, encumber any of the assets or assign or license any of the Intellectual Property of the Business, without the consent of the Designated Stockholders.

Post-Closing Operation of the Business. Buyer's operation of the Division's business following the Closing Date.

Post-Closing Operation of the Business. (i) Subject to the terms and conditions of this Agreement, subsequent to the Closing, Buyer will have the power and right to control the business and operations of Buyer (including the Company) in its discretion; provided, however, that Buyer shall (A) maintain the records of the Company and Buyer in a manner permitting accurate preparation of financial statements consistent with this Section 1.04 and permitting the good faith determination of the Contingent Payment as provided in this Section 1.04, (B) operate the business of the Company in good faith and in a manner reasonably intended for the Sellers to receive the Maximum Number of Contingent Shares and the Maximum Amount of Contingent Cash; provided that Buyer and its Affiliates shall not be required to take any action intended to benefit the Company and adversely impact the business of Buyer or its other Affiliates, and (C) not take any action that is primarily intended to adversely affect the ability of the Sellers to earn the Contingent Consideration. (ii) Prior to the payment of the Contingent Payment, if any, Buyer shall deliver to the Sellers’ Representative, within 45 days after the end of each quarter during the Earnout Period (i.e., each of the four, separate three-month periods during the Earnout Period), a financial report setting forth Buyer’s calculation of EBITDA for such quarter in reasonable detail, and Buyer agrees to promptly provide such supporting documentation as the Sellers’ Representative may reasonably request. The Founders, the Company, Buyer and the Sellers’ Representative agree to keep each other informed on a timely basis of any Adjustment Event or potential Adjustment Event, and, if requested by the Founders or Buyer, shall meet on a regular basis to discuss such actual or prospective Adjustment Events. (iii) Nothing in this Agreement shall be interpreted as a restriction or limitation on Buyer’s right or ability to (w) restructure or materially change the Company, its operations or its ongoing business practices (as conducted prior to Closing consistent with past practice) following the Closing, (x) merge or consolidate the Company or its operations into, or otherwise transfer or assign the Company or its operations to Buyer or any of Buyer’s Affiliates (an “Affiliate Business”), (y) acquire (or to cause the Company to acquire) by purchase, exchange, merger, asset sale, or otherwise, any other Person, whether or not engaged in a business similar or related to the Company ...

Post-Closing Operation of the Business. (i) Subject to subsections (ii) and (iii) below, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Purchased Assets and the Business, including, but not limited to, the capitalization, funding, structuring, sale, disposition or dissolution of the Business. Buyer shall have no obligation to operate the Business in order to achieve any Earn-Out Payment or to maximize the amount of any Earn-Out Payment. (ii) During the Earn-Out Period, Buyer shall not cause or allow the sale or transfer of Buyer or of all or substantially all of the assets of the Business (whether in a single transaction or a series of transactions, through merger or acquisition, or through an asset, equity, or any other type of transfer), or liquidate or dissolve the Buyer or the Business except that this Section 2.09(g)(ii) shall not apply under any of the following circumstances: (A) such transaction(s) are with an Affiliate of Buyer; or (B) Seller has not earned an Earn-Out Payment for the Earn-Out Period occurring immediately prior to the date of such transaction(s); or (C) such transaction(s) are part of a larger transaction in which all or substantially all of the assets of Buyer’s parent company have been transferred or in which a change in control of Buyer’s parent company has occurred; or (D) such transaction(s) receive the prior written consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned. A buyer of the Business during the Earn-Out Period shall assume the Buyer’s remaining obligations to the Seller with respect to the Earn-Out Payment except as otherwise agreed in writing by the Seller. (iii) The Buyer covenants that, during the Earn-Out Period, it shall maintain the ability to account separately for the results of operations of the Business in a manner that will permit Buyer to determine the EBITDA of the Business, regardless of whether the Buyer elects to cause the Business or any of the Purchased Assets to be transferred to another entity except that this covenant shall not apply in connection with a transaction described in Section 2.09(g)(ii)(D), and the Buyer covenants that it shall not take any actions for the purpose and with the intent of avoiding, minimizing or reducing any of the Earn-Out Payments hereunder. The Buyer covenants that, during the Earn-Out Period, the Buyer shall, within 30 days of the end of each calendar month, provide Seller with unaudited financ...