Conduct of Business Before the Closing Clause Samples
The "Conduct of Business Before the Closing" clause sets out the obligations and restrictions on how a seller must operate its business in the period between signing a purchase agreement and the actual closing of the transaction. Typically, this clause requires the seller to continue running the business in the ordinary course, maintain assets, and avoid significant changes such as taking on new debt, selling key assets, or entering into unusual contracts without the buyer's consent. Its core function is to preserve the value and condition of the business so that the buyer receives it as expected at closing, thereby minimizing the risk of adverse changes during the interim period.
POPULAR SAMPLE Copied 1 times
Conduct of Business Before the Closing. 5.1 During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms and the Closing (the “Pre-Closing Period”), except (a) as set forth on Schedule 5.1 of the Seller Disclosure Schedule, (b) as expressly permitted by the terms of this Agreement, or (c) as required by Applicable Law, unless Purchaser shall otherwise consent to in writing (which shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause the other members of the Seller Group to, use their reasonable best efforts to (i) continue to own and use the Purchased Assets and to conduct and operate the Business in the ordinary course of business consistent with past practice, (ii) preserve the present goodwill of the Purchased Assets, (iii) not engage in any extraordinary transaction involving Seller or any other member of the Seller Group that would reasonably be expected to materially impact the Purchased Assets, (iv) not engage in any action that would reasonably be expected to impair or impact the rights of Purchaser from and after the Closing under the Patent Portfolio License Agreement or the 5G License Agreement as they relate to any Intellectual Property Used by Seller as of the date of this Agreement and immediately prior to the Closing that will be subject to the Patent Portfolio License Agreement or the 5G License Agreement, (v) not engage in any action that would result in a Source Code Disclosure or the release, disclosure or delivery to any Person of any Seller Source Code, or otherwise permit any Person to convey, license, sublicense, or otherwise alienate any Seller Source Code, and (vi) not engage in any action that would constitute a breach of the Acquired IP License Agreement if the Acquired IP License Agreement were in effect as of the date hereof.
5.2 Without limiting the generality of Section 5.1, during the Pre-Closing Period, except (x) as set forth on Schedule 5.2 of the Seller Disclosure Schedule, (y) as expressly permitted by the terms of this Agreement, or (z) as required by Applicable Law, unless Purchaser shall otherwise consent to in writing (which shall not be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the other members of the Seller Group not to, take any of the following actions:
(a) (i) enter into any Contract that would have been a Material Contract if in effect on the date of this Agreement; or (ii) amend, modif...
Conduct of Business Before the Closing. (a) Except as required by applicable Law or as otherwise contemplated by or necessary to effectuate the Transaction Agreements, and except for matters identified on Schedule 6.01(a), during the Pre-Closing Period, unless Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed), Seller will, and will cause Company and Company Subsidiary to, conduct the Business in the ordinary course of business consistent with past practice. Without limiting the foregoing, except as required by applicable Law or as otherwise contemplated by or necessary to effectuate the Transaction Agreements, and except for matters identified on Schedule 6.01(a), during the Pre-Closing Period, unless Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed), Seller covenants and agrees that, neither Company nor Company Subsidiary shall:
(i) amend or otherwise change its articles of incorporation or bylaws or any equivalent organizational documents;
(ii) issue, sell, pledge, dispose of or encumber any of Company’s or Company Subsidiary’s Equity Interests, or grant to any Person any right to acquire any of Company’s or Company Subsidiary’s Equity Interests;
(iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of Company’s or Company Subsidiary’s Equity Interests, except for any dividend or distribution payable in cash by Company Subsidiary to Company or by Company or Company Subsidiary to Seller or any of its Affiliates;
(iv) reclassify, split, combine or subdivide any shares of capital stock of Company or Company Subsidiary or redeem, repurchase or otherwise acquire any shares of capital stock of Company or Company Subsidiary;
(v) (x) acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any assets, in each case, other than purchases of inventory and other non-material assets in the ordinary course of business or pursuant to existing contracts; or (y) sell or otherwise dispose of (whether by merger, consolidation or sale of stock or assets or otherwise) any assets of Company or Company Subsidiary, other than sales or dispositions of finished goods inventory in the ordinary course of business consistent with past practice;
(vi) (A) make or rescind any material election relating to ...
Conduct of Business Before the Closing. (1) During the Interim Period, the Vendor shall, and shall cause the Corporation to, operate the Business in the Ordinary Course, and without limiting the generality of the foregoing, do the following:
(a) maintain all of the Assets in the same condition as they now exist, ordinary wear and tear excepted;
(b) maintain all of the Corporate IP so that it is current, enforceable and in good standing;
(c) maintain the Corporation's books, records and accounts in the Ordinary Course;
(d) maintain the inventory of the Business in order to continue carrying on the Business in the Ordinary Course;
(e) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period;
(f) keep available the services of its present officers and employees;
(g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents;
(h) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Course;
(i) maintain Working Capital sufficient to carry on the Business in the Ordinary Course and in no event less than the Minimum Working Capital;
(j) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person;
(k) ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter;
(l) keep in full force and effect all of the current insurance policies of the Corporation;
(m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable;...
Conduct of Business Before the Closing. From and after the date of this Agreement and until the Closing Date:
Conduct of Business Before 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), each of the Members shall, and shall cause each Acquired Company to: (i) conduct the Business of the Acquired Companies in the Ordinary Course; and (ii) use reasonable best efforts to maintain and preserve intact the current organization and Business of the Acquired Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Acquired Companies. Without limiting the foregoing, from the date hereof until the Closing Date, the Members shall cause each Acquired Company to:
(a) preserve and maintain all its Permits;
(b) pay its debts, Taxes and other obligations when due;
(c) maintain the Assets owned, operated or used by such Acquired Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;
(d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;
(e) defend and protect its Assets from infringement or usurpation;
(f) perform all its obligations under all Contracts relating to or affecting its Assets or Business;
(g) maintain the Books and Records in accordance with past practice;
(h) not make any loans, advances or capital contributions to any Person;
(i) not (A) make, change or revoke, or permit such Acquired Company to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law or (B) make, or permit such Acquired Company to make, any change in any Tax or accounting methods or policies or systems of internal accounting controls, except to conform to changes in Laws related to Taxes or accounting requirements;
(j) not (A) terminate (otherwise than for cause) the employment or services of any director, officer or manager or (B) grant any severance or termination pay to any director, officer or manager or any other employee;
(k) comply in all material respects with all applicable Laws; and
(l) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.8 to occur.
Conduct of Business Before the Closing. During the Interim Period, except as otherwise provided in this Agreement or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld or delayed), the Company shall conduct the Target Business in the Ordinary Course consistent with past practice.
Conduct of Business Before the Closing. From the date hereof until the Closing, except as otherwise or consented to in writing by Parent (which consent will not be unreasonably withheld or delayed), the Company will, (x) conduct the Business of the Company in the Ordinary Course of Business consistent with past practice; and (y) use commercially reasonable 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 will:
(a) preserve and maintain all of its Material Permits;
(b) pay its debts, Taxes and other obligations when due;
(c) maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;
(d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;
(e) use commercially reasonable efforts to defend and protect its properties and assets from infringement or usurpation;
(f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business in all material respects;
(g) maintain its books and records in accordance with past practice;
(h) comply in all material respects with all applicable Laws; and
(i) not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.6 to occur.
Conduct of Business Before the Closing. The Sellers hereby covenant as follows:
(a) Except as set forth on Schedule 5.01 or as expressly contemplated in this Agreement or any of the Transaction Documents, without the prior written consent of the Buyer, between the date hereof and the earlier to occur of the termination of this Agreement pursuant to Article XI or the Closing, the Sellers shall not, with respect to the Business and Purchased Assets:
(i) make any material change in the conduct of the Business or enter into any transaction other than in the Ordinary Course of Business or as required by applicable Law;
(ii) make any sale, assignment, transfer, abandonment, or other conveyance of any of their assets or rights or any part thereof other than in the Ordinary Course of Business;
(iii) subject any of its assets or rights or any part thereof to any Lien other than in the Ordinary Course of Business;
(iv) acquire or lease any assets, raw materials, or properties, other than in the Ordinary Course of Business;
(v) hire or voluntarily terminate any officer, employee, consultant or independent contractor of either Seller who provides services to the Business;
(vi) enter into or announce any new (or, except as required by any Law, amend any existing) employee benefit plan, program, or arrangement or any new (or amend any existing) employment, severance, or consulting Contract, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in the Ordinary Course of Business, in accordance with preexisting contractual provisions in the Ordinary Course of Business or as contemplated by this Agreement;
(vii) make or commit to make any capital expenditure in excess of $10,000 in the aggregate;
(viii) pay, lend, or advance any amount to, or sell, transfer, or lease any assets, or enter into any Contract or arrangement with, any of its Affiliates, other than the payment of salary, bonus, and benefits to the officers and directors of the Sellers and Business Employees or Contactors pursuant to existing arrangements or as otherwise contemplated herein;
(ix) fail to keep in full force and effect insurance comparable in amount and scope to coverage maintained on the date hereof;
(x) take any other action that would cause the conditions in Article X to not be satisfied fully;
(xi) make any change in an...
Conduct of Business Before the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), each of the Vendor and the Purchaser shall, and the Vendor shall cause the Corporation to: (a) conduct its business in the ordinary course consistent with past practice; and (b) use reasonable best efforts to maintain and preserve intact its current organization and business and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with it. Without limiting the generality of the foregoing, from the date hereof until the Closing, Vendor shall cause the Corporation to:
a) use commercially reasonable best efforts, including without limitation to make all necessary filings, to preserve and maintain the Standard Processing License;
b) pay its debts, Taxes and other obligations when due;
c) maintain the Assets owned, operated or used by the Corporation in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;
d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;
e) defend and protect its Assets from infringement or usurpation;
f) perform all its obligations under all contracts relating to or affecting its Assets or Business;
g) maintain the Books and Records in accordance with past practice;
h) not make any loans, advances or capital contributions to any Person;
i) not (A) make, change or revoke, or permit the Corporation to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law or
Conduct of Business Before the Closing. From the date of this Agreement until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer, Sellers will, and will cause the Company to: (A) conduct the Business in the Ordinary Course, and (B) use best efforts to maintain and preserve intact the Company’s organization, business and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. From the date of this Agreement until the Closing Date, except as consented to in writing by Buyer, the Sellers will not cause or permit the Company to take any action that would cause any of the changes, events or conditions described in Section 3.7 to occur.