Conduct of Seller. Except as provided in the Transaction Documents, from the date of this Agreement until the Effective Time, except with the prior written consent of Buyer, Seller will conduct its business in the Ordinary Course of Business consistent with past practice, and will use its commercially reasonable best efforts to preserve intact its business organization and relationships with third parties and to keep available the services of its current officers and employees.
Conduct of Seller. Without the prior written consent of Purchaser, between the date hereof and the Closing Date, Seller covenants and agrees that it shall:
Conduct of Seller. From the date of this Agreement until the Closing Date, Seller agrees as to itself and its Subsidiaries that, except as otherwise contemplated by the Transaction Agreements or the Seller Disclosure Schedule, or as Buyer shall otherwise consent in writing:
Conduct of Seller. Except (i) as may be approved in advance by BUYER in writing, or (ii) as is otherwise required by this Agreement, during the period from the date of this Agreement until the earlier of (x) the Closing Date, and (y) the date this Agreement is terminated in accordance with its terms: (A) SELLER shall use commercially reasonable efforts to maintain the Premises (including, without limitation, pumps, culverts, canals, ditches and other irrigation and drainage infrastructure) according to the ordinary course of business consistent with past practices, (B) to the extent that Closing has not yet occurred, commence and continue through Closing the applicable sugar and citrus farming operations, all as and to the extent applicable and typically performed by SELLER in the ordinary course of business consistent with past practices and (C) in addition to, and not in limitation of the covenants set forth in the foregoing clauses (A)-(B) of this paragraph, none of SELLER shall, directly or indirectly, do any of the following:
Conduct of Seller. The Seller shall perform all Services pursuant to this Agreement diligently and in a timely manner. The Seller shall exercise the same care and diligence in providing the Services as it does providing similar Services for itself and/or its affiliates.
Conduct of Seller. 22 5.2 Tax Assessments and Audits...........................................24
Conduct of Seller. From the date hereof until the Closing Date, ----------------- Seller shall conduct its businesses in the ordinary course consistent with past practices and use their best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, Seller will not:
Conduct of Seller. Except as required by Law or as otherwise expressly permitted or specifically contemplated by this Agreement, Seller and Shareholders covenant and agree to, and to cause any Seller Party occupying, using or operating the Property to, during the period from the date of this Agreement until the earlier of either the Closing Date or the time that this Agreement is terminated by its terms, unless the other party shall otherwise agree in writing, conduct its business involving the Property in the usual and ordinary course of business.
Conduct of Seller. During the period between the signing of this Agreement and the Closing (the "Pre-Closing Period"), Seller agrees, except to the extent that Buyer will otherwise consent in writing, to carry on the Business in the Ordinary Course of Business. Seller will use commercially reasonable efforts to (i) preserve intact its current business organization,
Conduct of Seller. During the period between the signing of this Agreement and the Closing (the "Pre-Closing Period"), Seller agrees, except to the extent that Buyer will otherwise consent in writing, to carry on the Business in the Ordinary Course of Business. Seller will use commercially reasonable efforts to (i) preserve intact its current business organization, (ii) maintain its relations and good will with all suppliers, customers, landlords, creditors, employees and other Persons having business relationships with Seller in connection with the Business, and (iii) maintain, and make all necessary filings for the preservation of, the SSG Owned IP. Seller will not, without the prior written consent of Buyer: acquire or agree to acquire any assets or securities of any business or assets which would be material to the Business; sell or otherwise dispose of a material portion of the Purchased Assets (except for licenses granted in association with the sale of Products or otherwise in the Ordinary Course of Business); or take any action that would make any of the representations or warranties of Seller untrue or incorrect or result in any of the conditions to the transactions set forth in this Agreement not to be satisfied, or prevent Seller from performing, or cause Seller not to perform, its covenants hereunder.
