Conduct of Business Prior to Closing. Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:
Conduct of Business Prior to Closing. Prior to the Closing, except as otherwise contemplated by this Agreement, the Sellers agree that they will cause the Transferred Companies to (a) conduct their business in the Ordinary Course of Business and (b) conduct their respective businesses in a manner such that the conditions to Closing set forth in Sections 4.1 and 4.2 would reasonably be expected to be satisfied. Without limiting the generality of the foregoing, without the prior consent of the Buyer, the Sellers will cause each of the Transferred Companies not to, and each of the Transferred Companies shall not, take any action as a result of which any of the changes or events listed in Section 2.9 (other than any action or event referred to in clause (a) thereof) is likely to occur or enter into any Contract that, if in existence on the date of this Agreement, would have been required to be listed in Section 2.14 of the Disclosure Letter (other than any extension or renewal of a Contract listed on Section 2.14 of the Disclosure Schedule on terms substantially similar to the terms of such Contract on the date hereof), except as expressly contemplated by this Agreement. Notwithstanding the foregoing, (i) the Sellers agree that they shall cause the transfer to Nortek or any of its Affiliates (other than a Transferred Company) prior to Closing of (x) the real estate and facility owned by Napco, Inc. in Butler, PA and (y) all of the stock of Xxxxxxx Canada Limited, and (ii) the Sellers shall approve in a timely manner the request for capital expenditures totaling approximately $1,400,000 in respect of the Fair Bluff, NC facility capacity expansion project and shall cause to be spent the portion of such amount scheduled to be spent prior to the Closing in accordance with the schedule set forth on Exhibit 6.2 hereto (it being understood that the Sellers shall not have any responsibility to make any expenditure of the remaining portion of such amount). Buyer acknowledges that the Sellers operate a centralized cash management system and that substantially all of the cash of the Transferred Companies has been, and will continue to be, distributed to the Sellers; provided, however, that the Sellers shall not remove from the Transferred Companies any restricted cash held in connection with any industrial revenue bond financing otherwise than in respect of the payment of capital expenditures in connection with the facility or assets to which such industrial revenue bond financing relates; provided, further,...
Conduct of Business Prior to Closing. Except for actions taken with the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, from the date of this Agreement until the Closing Date, Seller shall conduct the Business in the ordinary course consistent with Seller’s past practice, and Seller shall:
Conduct of Business Prior to Closing. From the date hereof to the ------------------------------------ Closing Date, and except to the extent that Purchaser shall otherwise consent in writing, Seller, with respect to the Business, shall:
Conduct of Business Prior to Closing. From the date hereof to the Closing Date, and except to the extent that Purchaser shall otherwise consent in writing, Seller shall:
Conduct of Business Prior to Closing. During the period from the date of this Agreement to the Closing Date, each Vendor shall do or cause the Corporation to do the following:
Conduct of Business Prior to Closing. (i) to conduct its business only in the ordinary and usual course and make no material change in any of its business practices and policies;
Conduct of Business Prior to Closing. From the date hereof until the Applicable Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), the Company shall, (x) conduct the business of the Company and its subsidiaries in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company and/or its subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Company shall:
Conduct of Business Prior to Closing. Except as expressly provided or permitted herein, as set forth on Schedule 6.1 or as consented to in writing by Buyers, during the period commencing on the date of this Agreement and ending at the Closing or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the applicable Sellers shall cause each Company to, and each Company shall cause each of its Subsidiaries (if any) to, use commercially reasonable efforts to (a) act and carry on the Business in the Ordinary Course of Business, (b) maintain and preserve intact its respective business organization, assets and properties and (c) preserve its present relationships with employees, customers, suppliers and other persons with which it has material business relations. Without limiting the generality of the foregoing, except as expressly provided or permitted herein or as set forth on Schedule 6.1, or without the prior written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed), the applicable Sellers shall cause each Company not to, and each Company shall cause each of its Subsidiaries (if any) not to, do, or permit to be done any of the following, directly or indirectly:
Conduct of Business Prior to Closing. During the period from the date of this Agreement to the Closing Time, the Vendors will have the following obligations and will cause the Company to do the following:
