Conduct of Business of the Parties Sample Clauses

Conduct of Business of the Parties. During the period from the Effective Date and continuing until the Closing Date, Seller and Purchaser agree that, except in connection with the transactions contemplated by this Agreement, Seller shall conduct the Transferred Business and the Life Sciences Operation in the ordinary and usual course consistent with past practice and shall use reasonable efforts to maintain and preserve intact its business organizations, keep available the services of its officers and employees and to maintain satisfactory relations with licensors, licensees, suppliers, contractors, distributors, sponsors and others having business relationships with it. Without limiting the generality of the foregoing and except as expressly contemplated by this Agreement, prior to the Closing Date, Seller shall not, without the prior written consent of Purchaser:
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Conduct of Business of the Parties. Each Party will, and will cause each of its Subsidiaries to, during the period from the date of this Agreement until the Effective Time, except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of the other Party, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, each Party will, and will cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, or as required by applicable Law, neither Party will, nor will it permit any of its Subsidiaries to, without the prior written consent of the other Party (which consent will not be unreasonably withheld or delayed):
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Conduct of Business of the Parties. (a) Except as otherwise contemplated by this Agreement or with the prior consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date hereof to and through the Closing or earlier termination hereof, Seller shall cause the Group Companies to use reasonable best efforts to (i) conduct their respective businesses in the ordinary course of business consistent with past practice, (ii) preserve in all material respects the present business operations, assets, organization and goodwill of the Group Companies and the relationships of the Group Companies with customers, suppliers and others having business dealings with them, (iii) keep available in all material respects the services of the present officers and significant employees of the Group Companies (excluding any officer that is an employee of Seller or any Seller Affiliate other than a Group Company) and (iv) maintain, renew or replace (with a substantially similar policy) each Insurance Policy.
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Conduct of Business of the Parties. During the period from the date of this Agreement and continuing until the Closing Date or until the termination of this Agreement pursuant to Section 7.1, the parties agree that (except to the extent that the other parties have given their prior written consent):
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Conduct of Business of the Parties. (a) Except as otherwise contemplated by this Agreement or with the prior consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date hereof to and through the Closing, the Company shall and shall cause each other Group Company to use reasonable best efforts to (i) conduct their respective businesses in the ordinary course of business consistent with past practice, (ii) preserve in all material respects the present business operations, assets, organization and goodwill of the Group Companies and the relationships of the Group Companies with customers, suppliers and others having business dealings with them, (iii) keep available in all material respects the services of the present officers and significant employees of the Group Companies and (iv) maintain, renew or replace (with a substantially similar policy) each Insurance Policy.
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Conduct of Business of the Parties. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, each party agrees (unless such party is required to take such action pursuant to this Agreement or the other party shall give its prior consent in writing which consent shall not be unreasonably withheld) to carry on its business in the usual, regular and ordinary course consistent with past practice, to pay its Liabilities and Taxes consistent with the its past practices (and in any event when due), to pay or perform other obligations when due consistent with its past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to the extent consistent with such business, to use all commercially reasonable efforts and institute all policies required to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses until the Closing. The Company undertakes that the Purchased Subsidiaries shall act accordingly regarding their respective businesses, Liabilities and Taxes, employees and other Persons. Except as expressly contemplated by this Agreement, each party shall not, without the prior written consent of the other party, take or agree in writing or otherwise to take, any action that would result in the occurrence of any material adverse changes or any other action that would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent such party from performing or cause such party not to perform its agreements and covenants hereunder or knowingly cause any condition to the other party's closing obligations in Article 6 not to be satisfied.
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Related to Conduct of Business of the Parties

  • Conduct of Business of the Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

  • Conduct of Business of Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • Conduct of Businesses (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:

  • Conduct of Business in Normal Course Seller shall carry on its business and activities diligently and in substantially the same manner as it previously has been carried on, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that will vary materially from the methods used by Seller as of the date of this Agreement.

  • Conduct of Business The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

  • Conduct of Business by Parent (a) From and after the date hereof until the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (ii) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, Parent covenants and agrees that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business, and Parent shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and Parent Permits and preserve their relationships with customers and suppliers; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

  • Interim Conduct of Business (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with the manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations.

  • Conduct of the Business Each of the Company and Parent covenants and agrees that:

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