Agreements of Seller Pending the Closing Sample Clauses

Agreements of Seller Pending the Closing. Seller covenants and agrees that, pending the Closing and except as otherwise agreed to in writing by Purchaser:
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Agreements of Seller Pending the Closing. Seller covenants and agrees that, pending the Closing and except as otherwise agreed to in writing by PRG:
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Agreements of Seller Pending the Closing. 4.1.1 Conduct of the Acquired Business in the Ordinary Course. Except as set forth on Disclosure Schedule 4.1.1, as required by applicable Law or as required or permitted by this Agreement and the other Transaction Documents, from the date hereof until the Closing Seller shall not, without the prior consent of Buyer (which may not be unreasonably withheld), permit the Company to:
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Agreements of Seller Pending the Closing. For purposes of this ---------------------------------------- Section 4.1, the term "commercially reasonable efforts" shall mean those practices normally employed by Seller in the ordinary and usual course of Seller's business and shall not require Seller to incur any extraordinary expenses (for which purposes expenses of over $25,000 in the aggregate shall be deemed extraordinary) nor incur any obligation to any third party which is not entirely ordinary and customary to the conduct of Seller's business in the usual course. Seller covenants and agrees that, pending the Closing and except as otherwise agreed to in writing by Purchaser:
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Related to Agreements of Seller Pending the Closing

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Actions at the Closing At the Closing:

  • Covenants of Sellers Sellers covenant and agree as follows:

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