CONDUCT OF COMPANY PENDING CLOSING. The Company hereby covenants and agrees with Buyer as follows:
CONDUCT OF COMPANY PENDING CLOSING. Except as set forth on Schedule 6.2, during the period commencing with the date hereof and ending on the Closing Date (or, if earlier, the date of termination of this Agreement), Company shall (and shall ensure that each of its Subsidiaries shall) carry on its business in the ordinary course in substantially the same manner as conducted on and immediately prior to the date of this Agreement, except as may be otherwise approved in writing by Acquirer. In furtherance of the foregoing covenant and without limiting it in any way: Company shall (and shall ensure that each of its Subsidiaries shall), during the period specified in the immediately preceding sentence, use its commercially reasonable best efforts to (a) preserve intact Company’s and its Subsidiaries’ business, assets, goodwill and Company’s and its Subsidiaries’ relationships with clients, customers, suppliers and service providers, in each case in substantially the same manner as Company and each Subsidiary did prior to the date hereof, and (b) retain the services of Company’s present employees. Company shall not (and shall ensure that each of its Subsidiaries shall not), during the period specified in the first sentence of this Section 6.2, (i) enter into any commitment or transaction not in the ordinary course of business, (ii) transfer or license to any Person any rights to any of Company’s or any of its Subsidiaries’ Proprietary Rights, except in the ordinary course of business, (iii) commence a lawsuit or other legal proceeding other than for the routine collection of bills or to protect assets of Company or its Subsidiaries, (iv) declare or pay any non-cash dividends on or make any other non-cash distributions (whether in cash or property) in respect of any of its capital stock, issue, assign, sell or transfer any securities of Company or any right to acquire from Company any securities of Company, or consent or permit any of the foregoing, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other securities, (v) sell, lease, license or otherwise dispose of any of Company’s or its Subsidiaries’ properties or assets except in the ordinary course of business, (vi) change, in any way, Company’s or its Subsidiaries’ method of operating its business or its accounting practices relating thereto, (vii) modify, waive, change or amend any provision of the Company’s Charter or Bylaws, (viii) modify, waive, change, amend, release, rescind, make an accord and s...
CONDUCT OF COMPANY PENDING CLOSING. Seller covenants and agrees with Buyer as follows:
CONDUCT OF COMPANY PENDING CLOSING. Seller and Company covenant and agree that, except (i) as expressly required by this Agreement; (ii) as disclosed in the Company Disclosure Schedules or (iii) with the prior written consent of Buyer, after the date hereof and prior to the Closing Date:
CONDUCT OF COMPANY PENDING CLOSING. The Company and the Subsidiary covenant and agree with Buyer as follows: Section 7.1.
CONDUCT OF COMPANY PENDING CLOSING. Section 7.1. Conduct and Preservation of Business. Section 7.2. Restrictions on Certain Actions.
CONDUCT OF COMPANY PENDING CLOSING. The Company hereby covenants and agrees with Buyer that except as expressly provided in this Agreement, during the period from the date hereof to the Closing, the Company and the Subsidiaries (a) shall each conduct its operations according to its ordinary course of business consistent with past practice and in compliance with all Applicable Laws; (b) shall each use its reasonable best efforts to preserve, maintain and protect its properties; and (c) shall each use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees, and to maintain existing relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it.
CONDUCT OF COMPANY PENDING CLOSING. 19 Section 7.1.Conduct and Preservation of Business 19 Section 7.2.Restrictions on Certain Actions 19 ARTICLE VIII ADDITIONAL AGREEMENTS OF THE PARTIES 21 Section 8.1.Access 21 Section 8.2.Confidentiality Agreement 21 Section 8.3.Reasonable Efforts 21 Section 8.4.Notice of Litigation 22 Section 8.5.Resignation of Directors and Officers 22 Section 8.6.Fees and Expenses 22 Section 8.7.Public Announcements 22 Section 8.8.Books and Records 22 Section 8.9.HSR Filing 23 Section 8.10.Employees and Employee Benefits 23 Section 8.11.Change of Corporate Name; Transitional Use of Signage and Other Materials 25 Section 8.12.Conversions or Change in Entity Classification 25 ARTICLE IX BUYER'S DUE DILIGENCE EXAMINATION 26 Section 9.1.Title and Other Due Diligence Examination 26 Section 9.2.Environmental Due Diligence Examination 30 Section 9.3.Adjustments to Purchase Price for Title and Environmental Defects and Tax Liabilities 32 Section 9.4.Defect Disputes 34 Section 9.5.Option to Cure Title Defects Post-Closing 35 Section 9.6.Buyer Indemnification 35
CONDUCT OF COMPANY PENDING CLOSING. 31 4.1 Conduct and Preservation of Business.........................31 4.2 Restrictions on Certain Actions..............................31
CONDUCT OF COMPANY PENDING CLOSING. The Company and the Controlling Members hereby covenant and agree with Parent and Sub as follows:
