Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company 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. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:
Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement and the Closing, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):
Conduct of Business Prior to the Closing. During the Pre-Closing Period, except (i) as set forth on Schedule 5.1 or as otherwise contemplated by this Agreement or (ii) as Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld, Seller Parent agrees that it shall conduct the Business, and shall cause the Business to be conducted, in the Ordinary Course consistent with past practice, and use commercially reasonable efforts to preserve intact the Business and related relationships with customers, suppliers, creditors and other third parties and keep available the services of the present Business Employees. During the Pre-Closing Period, except (i) as set forth on Schedule 5.1 or as otherwise contemplated by this Agreement, (ii) as Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld, (iii) as may be necessary or advisable, in the reasonable discretion of Seller Parent, to remove any Excluded Assets (provided that Seller Parent shall give notice to Buyer of any such proposed removal of any Excluded Assets that are tangible physical property) or remove any Cash from the Sold Companies, the Business or the Sellers, (iv) to take any action (including for the avoidance doubt, any of the actions set forth in Section 5.1(a) through 5.1(w) below) to effectuate the transactions contemplated on Schedule 5.1(b) and (v) Seller Parent and its Affiliates may, but shall not be required to, enter into Hedging Contracts, or otherwise enter into arrangements hedging or protecting against risk, Seller Parent covenants and agrees that it shall, and shall cause the Sold Companies and the Asset Sellers to, in each case with respect to the Business:
Conduct of Business Prior to the Closing. (a) The Company and the Stockholders covenant and agree that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, neither the Company nor any Subsidiary shall conduct its business other than in the ordinary course and consistent with the past practice of the Company or such Subsidiary. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Company shall and shall cause each Subsidiary to (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that could cause any representation or warranty of the Company or any Stockholder to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder in this Agreement.
Conduct of Business Prior to the Closing. (a) The Seller covenants and agrees that, except as described in Section 5.01(a) of the Disclosure Schedule and pursuant to Section 6.01(g), between the date hereof and the time of the Closing, neither the Seller nor any Subsidiary shall conduct its business other than in the ordinary course and consistent with the Seller's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule and pursuant to Section 6.01(g), between the date hereof and the Closing Date, the Seller shall cause each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Seller and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Seller, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other persons with which they have had significant business relationships; and (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule which by their terms would otherwise expire.
Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by 4Front, the Company shall (and the Shareholder shall cause the Company to) (x) conduct the business of the Company 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. Without limiting the foregoing, from the date hereof until the Closing Date, the Company shall (and the Shareholder shall cause the Company to):
Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:
Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller (which consent shall not be unreasonably withheld or delayed), Buyer shall continue to operate its business in the Ordinary Course of Business; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement.
Conduct of Business Prior to the Closing. (a) The Seller covenants and agrees that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, none of the Pershing Companies shall conduct its business other than in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Seller shall cause each of the Pershing Companies to (i) use its reasonable efforts to (A) preserve intact its business organization and (B) preserve its current relationships with its customers and other persons with which it has significant business relationships; (ii) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any leases or subleases that by their terms would otherwise expire; (iii) not shorten or lengthen the customary payment cycles for any of its payables or receivables, except as required pursuant to Section 5.13; and (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; provided, however, that prior to the Closing, subject to the provisions of Section 2.06, the Seller may, in its sole discretion and without the consent of the Purchaser, cause to be distributed to Seller any cash from the accounts of the Pershing Companies as it deems desirable.
Conduct of Business Prior to the Closing. From the Effective Date until the earlier of the Closing Date and the termination of this Agreement in accordance with Section 9.01 (the “Pre-Closing Period”), except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall, and shall cause the Company to, use commercially reasonable efforts to (x) conduct the business of the Company in the ordinary course consistent with past practice; and (y) 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. Without limiting the foregoing, during Pre-the Closing Period, Sellers shall:
