Post-Closing Covenants Contract Clauses (127)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains Post-Closing Covenants clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Post-Closing Covenants. The Parties agree as follows with respect to the period following the closing: 6.1 General. In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification ...therefore under Section 5). 6.2 Company. COCP hereby covenants that, after the closing, COCP will, at the request of Purchaser, execute, acknowledge and deliver to the Purchaser without further consideration, all such further assignments, conveyances, consents and other documents, and take such other action, as the Purchaser may reasonably request (a) to transfer to, vest and protect in the Purchaser and its right, title and interest in the Shares, and (b) otherwise to consummate or effectuate the transactions contemplated by this Agreement. View More
Found in Cocrystal Pharma, Inc. contract
Post-Closing Covenants. The Parties agree as follows with respect to the period following the closing: 6.1 6.1. General. In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnifica...tion therefore under Section 5). 6.2 6.2. Company. COCP Timefire hereby covenants that, after the closing, COCP Timefire will, at the request of Purchaser, Investor, execute, acknowledge and deliver to the Purchaser Investor without further consideration, all such further assignments, conveyances, consents and other documents, and take such other action, as the Purchaser Investor may reasonably request (a) to transfer to, vest and protect in the Purchaser Investor and its right, title and interest in the Shares, preferred stock, and (b) otherwise to consummate or effectuate the transactions contemplated by this Agreement. View More
Found in TimefireVR Inc. contract
Post-Closing Covenants. The Parties agree as follows with respect to the period following the closing: 6.1 9.1 General. In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnificat...ion therefore under Section 5). 6.2 8). 9.2 Company. COCP VAPO hereby covenants that, after the closing, COCP VAPO will, at the request of Purchaser, execute, acknowledge and deliver to the Purchaser without further consideration, all such further assignments, conveyances, consents and other documents, and take such other action, as the Purchaser may reasonably request (a) to transfer to, vest and protect in the Purchaser and its right, title and interest in the Shares, Note, and (b) otherwise to consummate or effectuate the transactions contemplated by this Agreement. View More
Found in VAPORIN, INC. contract
Post-Closing Covenants. The Parties agree as follows with respect to the period following the closing: 6.1 9.1 General. In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnificat...ion therefore under Section 5). 6.2 8). 9.2 Company. COCP VAPO hereby covenants that, after the closing, COCP VAPO will, at the request of Purchaser, execute, acknowledge and deliver to the Purchaser without further consideration, all such further assignments, conveyances, consents and other documents, and take such other action, as the Purchaser may reasonably request (a) to transfer to, vest and protect in the Purchaser and its right, title and interest in the Shares, Note, and (b) otherwise to consummate or effectuate the transactions contemplated by this Agreement. View More
Found in Healthier Choices Management Corp. contract
View Variations (3)
Post-Closing Covenants. (a) General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party (unless and to the extent that the requesting Party is entitled to indemnification therefor under Section 9). Without limiting t...he generality of the foregoing, Sellers, jointly and severally, shall, at Purchaser's expense, procure or assist in procuring in a timely manner any and all legal opinion letters required by the Transfer Agent for the issuance of one or more new stock certificates evidencing the Sellers' Shares, registered in accordance with Purchaser's instructions. Notwithstanding the foregoing, it shall be the sole responsibility of the Sellers, at their sole expense, to assure the timely completion of the Company's audited financial statements for the year ended December 31, 2015 and timely preparation and filing with the SEC of the Company's Annual Report on Form 10-K for the year then ended which shall be filed prior to Closing. From and after the Closing the post-Closing board of directors and management of the Company will be entitled to possession of all documents, books, records (including tax records and bank statements), agreements, and financial data of any sort relating to the Company. (b) Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing involving the Company, the other Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless and to the extent that the contesting or defending Party is entitled to indemnification therefor under Section 9). View More
Found in FOOTHILLS EXPLORATION, INC. contract
Post-Closing Covenants. (a) General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party (unless and to the extent that the requesting Party is entitled to indemnification therefor under Section 9). Without limiting t...he generality of the foregoing, Sellers, jointly and severally, Seller shall, at Purchaser's expense, procure or assist in procuring in a timely manner any and all legal opinion letters required by the Transfer Agent for the issuance of one or more new stock certificates evidencing the Sellers' Purchased Shares, registered in accordance with Purchaser's instructions. Notwithstanding the foregoing, it shall be the sole responsibility of the Sellers, at their sole expense, to assure the timely completion of the Company's audited financial statements for the year ended December 31, 2015 and timely preparation and filing with the SEC of the Company's Annual Report on Form 10-K for the year then ended which shall be filed prior to Closing. From and after the Closing the post-Closing board of directors and management of the Company will be entitled to possession of all documents, books, records (including tax records and bank statements), agreements, and financial data of any sort relating to the Company. 9 (b) Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing involving the Company, the other Parties will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless and to the extent that the contesting or defending Party is entitled to indemnification therefor under Section 9). (c) Appointment of Nominees of Purchaser to the Board. Seller, in good faith, will endeavor to appoint or cause the appointment of up to three nominees designated by the Purchaser to the Board of Directors of the Company within five business days following the Closing or otherwise from time to time. View More
Found in Canfield Medical Supply, Inc. contract
Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing. (a) General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party (unless and to the extent that the requesting Par...ty is entitled to indemnification therefor under Section 9). Without limiting the generality of the foregoing, Sellers, jointly 11 below). Principal acknowledge and severally, shall, at Purchaser's expense, procure or assist in procuring in a timely manner any and all legal opinion letters required by the Transfer Agent for the issuance of one or more new stock certificates evidencing the Sellers' Shares, registered in accordance with Purchaser's instructions. Notwithstanding the foregoing, it shall be the sole responsibility of the Sellers, at their sole expense, to assure the timely completion of the Company's audited financial statements for the year ended December 31, 2015 and timely preparation and filing with the SEC of the Company's Annual Report on Form 10-K for the year then ended which shall be filed prior to Closing. From agree that from and after the Closing the post-Closing board of directors and management of the Company Closing, Purchaser will be entitled to possession of all documents, books, records (including tax records and bank statements), records), agreements, and financial data of any sort relating to the Company. 8 (b) Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, the other Parties Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless and to the extent that the contesting or defending Party is entitled to indemnification therefor under Section 9). 11 below). (c) Filing of Information Statement on Schedule 14f-1. Principal agrees to cooperate in the preparation, filing and mailing of the Information Statement on Schedule 14f-1 for the resignation from the board of directors and each office of the Company held by Mr. David Lazar and the appointment of Ms. Lei Xu as a director and for the offices previously held by Mr. David Lazar. (d) DTC Eligibility. Principal agrees to obtain, by the Compliance Due Date, full DTC eligibility for the Common Stock. View More
Found in Shentang International, Inc. contract
Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing: (a) General. In case at any time after the Closing any further If action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party (unless and to the extent that the requesting ...Party is entitled to indemnification therefor under Section 9). Without limiting the generality of the foregoing, Sellers, jointly and severally, shall, at Purchaser's expense, procure or assist in procuring in a timely manner any and all legal opinion letters required by the Transfer Agent for the issuance of one or more new stock certificates evidencing the Sellers' Shares, registered in accordance with Purchaser's instructions. Notwithstanding the foregoing, it shall be the sole responsibility of the Sellers, at their sole expense, to assure the timely completion of the Company's audited financial statements for the year ended December 31, 2015 and timely preparation and filing with the SEC of the Company's Annual Report on Form 10-K for the year then ended which shall be filed prior to Closing. From and after the Closing the post-Closing board of directors and management of the Company will be entitled to possession of all documents, books, records (including tax records and bank statements), agreements, and financial data of any sort relating to the Company. 11 below). (b) Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, the other Parties Party will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless and to the extent that the contesting or defending Party is entitled to indemnification therefor under Section 9). 11 below). (c) Cooperation. The Sellers shall cooperate with the Company and the Purchaser in the preparation of the Company's unaudited financial statements for the period ended June 30, 2014. The costs of such financials, review thereof, preparation, and filing of the Form 10-Q shall be at the sole expense of the Company. View More
Found in ADAMANT DRI PROCESSING & MINERALS GROUP contract
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Post-Closing Covenants. The Parties agree that if at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party.
Found in 1847 Holdings LLC contract
Post-Closing Covenants. The Parties agree that if In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may reasonably request, all at the sole cost and expense of the requesting Party.
Found in CHERUBIM INTERESTS, INC. contract
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Post-Closing Covenants. 9.1 Seller hereby covenants that it and any of its affiliates will not, anywhere in the world, challenge, or cause a third party to challenge, the validity and ownership by Purchaser of the Purchased Assets and will not, anywhere in the world directly or indirectly seek to register, defend, compromise or dispute any rights in and to the Purchased Assets. 9.2 For a period of five (5) years after the Closing Date, Seller hereby covenants that it and any of its affiliates will not, anywhere in the ...world, directly or indirectly seek to register or otherwise acquire any rights in any websites, domain names, trade names, trademarks, service marks, or other intellectual property assets that are or may be, or that contain portions that are or may be, confusingly similar to the Purchased Assets. 9.3 Seller will not use or cause to be used any copies of the Purchased Assets. 9.4 Until the Additional Payment is paid to the Seller, Purchaser agrees it shall not, without the prior approval of Seller, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind; provided that such prohibition shall not apply to (a) trade payables incurred in the ordinary course of business, and (b) any lease payments. View More
Found in Esports Technologies, Inc. contract
Post-Closing Covenants. 9.1 Seller hereby covenants that it and any of its affiliates will not, anywhere in the world, challenge, or cause a third party to challenge, the validity and ownership by Purchaser of the Purchased Assets and will not, anywhere in the world directly or indirectly seek to register, defend, compromise or dispute any rights in and to the Purchased Assets. 9.2 For a period of five (5) years after the Closing Date, Seller hereby covenants that it and any of its affiliates will not, anywhere in the ...world, directly or indirectly seek to register or otherwise acquire any rights in any websites, domain names, trade names, trademarks, service marks, or other intellectual property assets that are or may be, or that contain portions that are or may be, confusingly similar to the Purchased Assets. 9.3 Seller will not use or cause to be used any copies of the Purchased Assets. 9.4 Until 6 10. Confidentiality. The Seller shall ensure that any nonpublic information provided to it by the Additional Payment is paid Purchaser in confidence shall be treated as strictly confidential and that all such confidential information that the Seller or any of its respective employees, attorneys, agents, investment bankers, or accountants may now possess or may hereinafter create or obtain relating to the Seller, Purchaser agrees it financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of the Purchaser, any affiliate thereof, or any customer or supplier thereof, shall not, not be published, disclosed, or made accessible by any of them to any other person at any time or used by any of them, in each case without the prior approval written consent of Seller, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money the Purchaser; provided, however, that the restrictions of any kind; provided that such prohibition this Section shall not apply (a) as may otherwise be required by law, (b) as may be necessary or appropriate in connection with the enforcement of this Agreement, or (c) to (a) trade payables incurred the extent such information was in the ordinary course public domain when received or thereafter enters the public domain other than because of business, and (b) any lease payments. disclosures by the receiving party. View More
Found in Esports Technologies, Inc. contract
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Post-Closing Covenants. (a) On or before the date that is 30 days after the Effective Date (or such later date as Administrative Agent may agree in writing), Borrower shall deliver, or cause to be delivered, each of the following, each in form and substance satisfactory to Administrative Agent: (i) amendments to the Oil and Gas Mortgages to reflect, among other things, the Revolving Maturity Date and the Term Loan Maturity Date, as amended hereby (the "Mortgage Amendments"), each duly executed and delivered by the appl...icable Loan Party; and (ii) a favorable opinion of counsel of Borrower and each other Loan Party covering such matters incident to the Mortgage Amendments as Administrative Agent may reasonably request. (b) Any failure by Borrower to comply with the terms of this Section 5 shall constitute an immediate Event of Default under the Loan Documents. View More
Found in Samson Oil & Gas LTD contract
Post-Closing Covenants. (a) On or before the date that is 30 days after the Effective Date date of this Amendment (or such later date as Administrative Agent may agree in writing), Borrower shall deliver, or cause to be delivered, each of the following, each in form and substance satisfactory to Administrative Agent: (i) (a) amendments to the Oil and Gas Mortgages to reflect, among other things, the Revolving Maturity Date and the Term Loan Maturity Date, as amended hereby (the "Mortgage Amendments"), each duly execute...d and delivered by the applicable Loan Party; and (ii) SIXTH AMENDMENT TO CREDIT AGREEMENT - Page 3 (b) a favorable opinion of counsel of Borrower and each other Loan Party covering such matters incident to the Mortgage Amendments as Administrative Agent may reasonably request. (b) Any failure by Borrower to comply with the terms of this Section 5 shall constitute an immediate Event of Default under the Loan Documents. View More
Found in Samson Oil & Gas LTD contract
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