CONDUCT OF BUSINESS PENDING THE CLOSING; OTHER COVENANTS Sample Clauses

CONDUCT OF BUSINESS PENDING THE CLOSING; OTHER COVENANTS. 30 7.1. Conduct of Business Pending the Closing. 30 7.2. Notification 32 7.3. No Solicitation 32 7.4. Restrictive Covenants. 33 7.5. Real Estate Owner Covenants. 35 7.6. Auction Access 36 7.7. Knowledge of Seller or Real Estate Owner; Seller Knowledge Parties 36 7.8. Real Estate Lease – Covenant 37 7.9. Work in Progress 37 7.10. Office Transition 37 7.11. Certain Matters Related to Guaranty of a Real Estate Lease 37 7.12. Representation Update Notice 38 7.13. Terminated Assumed Contracts 39 7.14. List of Punched Vehicles 39 7.15. Park Place 39 ARTICLE VIII. TERMINATION OF THIS AGREEMENT 39 8.1. Termination Events 39 8.2. Effect of Termination; Procedures 41 8.3. Sellers’ Remedies 41 8.4. Purchaser’s Remedy 42 8.5. Specific Performance 45 8.6. Survival 45 ARTICLE IX. SUPPLEMENTAL AGREEMENTS 45 9.1. Limitation on Assignments 45 9.2. New Telecommunications Lines 46 9.3. Retail Orders 47 9.4. Allocation of Purchase Price 47 9.5. Prorations; Capital Improvements Work. 47 9.6. Information Releases 49 9.7. Business Records 49 9.8. Transfer Tax 49 9.9. Manufacturer Notification and Approval Process 49 9.10. Post-Closing Cooperation 49 9.11. HSR Filing. 49 9.12. Manufacturer Right of First Refusal 50 9.13. Xxxxx-Xxxxx-Xxxxxx Act Compliance 51 9.14. Insurance Matters; Condemnation 51 9.15. Continuing Use Agreement 54 9.16. Property Condition Assessments; Environmental Matters. 54 9.17. Luxury Showcase 54 9.18. Access 55 9.19. Certificate of No Tax Due 55 9.20. Autohaus Design Obligations 55 ARTICLE X. CONDITIONS TO CLOSING 56 10.1. Conditions Precedent to Obligations of Purchaser 56 10.2. Conditions Precedent to Obligations of Sellers 59 ARTICLE XI. CLOSING 60 11.1. Date of Closing 60 11.2. Seller’s Actions at Closing 60 11.3. Purchaser’s Actions at Closing 63 ARTICLE XII. INDEMNIFICATION; LIMITATIONS ON LIABILITY 65 12.1. Purchaser’s Obligation to Indemnify 65 12.2. Sellers’, Real Estate Owners’ and Seller Affiliate’s Obligation to Indemnify 65
Sample 1
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CONDUCT OF BUSINESS PENDING THE CLOSING; OTHER COVENANTS 
Sample 1

Related to CONDUCT OF BUSINESS PENDING THE CLOSING; OTHER COVENANTS

  • 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:

  • 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:

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • CONDUCT OF BUSINESS PENDING THE MERGER Section 6.01 Conduct of Business by the Company Pending the Merger.

  • 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 Business Pending Consummation 7.1 Affirmative Covenants of Each Party. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and material Assets and maintain its rights and franchises, and (iii) take no action that would (A) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (B) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement.

  • Conduct of Business by Parent Pending the Merger Parent and Acquisition Sub covenant and agree with the Company that between the date hereof and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent and Acquisition Sub:

  • CONDUCT OF BUSINESSES PENDING THE MERGER Section 5.01 Conduct of Business by the Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:

  • Conduct of Business by the Company Pending the Merger The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

  • 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:

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