Conduct Pending Closing Clause Samples

Conduct Pending Closing. (i) The Business of Seller shall be conducted only in the ordinary course consistent with past practices.

Conduct Pending Closing. From the date hereof until the Closing, the Company shall, and Seller shall cause the Company to, conduct and carry on its businesses in the Ordinary Course, and use commercially reasonable efforts to preserve intact the assets and properties of the Company, reasonable wear and tear excepted, as well as the Company Employees, and maintain and preserve their relationships with customers, suppliers and others having business relationships with the Company. Except as contemplated by this Agreement, as set forth in Section 6.03 of the Disclosure Schedule or as otherwise consented to in writing by Buyer, the Company shall, and Seller shall cause the Company to: (a) not split, combine or reclassify any Shares or other equity interests; (b) not declare, set aside, make or pay any dividend or other distribution in respect of the Shares or any other equity interests of the Company; (c) not authorize for issuance, issue or sell or agree or commit to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock or other equity interests, or grant any stock appreciation, phantom stock, profit participation, profits interests or similar rights or obligations with respect to any capital stock or other equity interests; (d) not redeem or repurchase any Shares or other equity interests, except repurchases of any equity interests issued to employees or directors of, or consultants or advisors to, the Company in connection with the termination of such employee, director, consultant or advisor; (e) not make any change to the Organizational Documents; (f) not purchase, sell, lease, license, mortgage, pledge or otherwise acquire or dispose of any properties, rights or assets with a value in excess of $50,000; (g) other than in the Ordinary Course, except as set forth in Section 4.10(a) of the Disclosure Schedule, not enter into, or become obligated under, any Contract that would be a Material Contract if existing on the date hereof except for any lease, contract, agreement or commitment with respect to capital expenditures in accordance with Section 6.03 or not prohibited by Section 6.03(p); (h) except as specifically provided in this Agreement, materially amend, waive or terminate (except in the event the term thereof ends) any Material Contract; provided, however, that the foregoing shall in no event prohibit the Company from amending, renewing or extending Material Contr...

Conduct Pending Closing. (a) During the Pre-Closing Period: (i) Seller shall conduct its businesses and operations in compliance in all material respects with all applicable Law (including the WARN Act) and with the requirements of all Specified Contracts; (ii) Seller shall provide full cooperation and shall take whatever actions necessary to effect the transfer as of the Closing Date of all of Seller's Documentation and Foreign Documentation to Acquisition Sub; (iii) Seller shall keep in full force, or renew at appropriate levels of coverage upon expiration, applicable insurance policies; (iv) Seller will close all outstanding Product complaints received prior to the Closing Date, provided that if such complaints require return of the Product and such Product has not been returned at least ten (10) Business Days prior to the Closing Date, Seller shall have no obligation to close such complaints; and (v) Seller shall promptly notify Parent and Acquisition Sub of any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement. (b) During the Pre-Closing Period, Seller shall not (without the prior written consent of Parent): (i) (A) declare, accrue, set aside or pay any dividend on, or make any other distribution (whether in cash, securities or other property) in respect of, any of its outstanding capital stock , (B) split, combine or reclassify any of its outstanding capital stock or other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock or other equity interests (other than the issuance of Seller Common Stock pursuant to the valid exercise of options to acquire Seller Common Stock outstanding as of the date of this Agreement), or (C) purchase, redeem or otherwise acquire any shares of outstanding capital stock or any rights, warrants or options to acquire any such shares (ii) amend or permit the adoption of any amendment to its certificate of incorporation or bylaws, or effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction; (iii) form any subsidiary or directly or indirectly acquire any equity or other interest in, or make any other in...

Conduct Pending Closing. Except as otherwise expressly provided in this Agreement, during the period from the date hereof to the Closing, Color, DCP, and the DCP Shareholders will cause Logical to (a) conduct its operations according to its ordinary course of business consistent with past practices, including maintenance of books and records consistent with past practices, (b) use its reasonable best efforts to preserve intact its respective business organizations, (c) generally keep available the services of its officers and employees and generally maintain existing relationships with agents, licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it, and (d) to the extent permitted by applicable law, confer with each other on significant operational matters and material decisions affecting the business of Logical. Without limiting the generality of the foregoing, and except as otherwise expressly provided by this Agreement, Color, DCP, and the DCP Shareholders will cause Logical not to, without the prior written consent of Color: (a) amend its charter documents or by-laws; (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or equity equivalents (including, without limitation, stock appreciation rights); (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock, or redeem, repurchase or otherwise acquire any of its securities; (d) (i) incur any indebtedness for borrowed money or issue any debt securities or, assume, guarantee or endorse the obligations of any other Person; (ii) make any loans, advances or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber shares of its capital stock; or (iv) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon; (e) enter into, adopt or (except as may be required by law or the terms of any such arrangement, or this Agreement) terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreem...

Conduct Pending Closing. (a) During the Pre-Closing Period, and except as otherwise specifically provided in the Transaction Documents or consented to or approved by Buyer in advance in writing, such consent or approval not to be unreasonably withheld or delayed, Sellers and the Stockholder agree as follows: (i) Sellers shall conduct the Business substantially in the ordinary course consistent with past practice and shall not enter into or materially amend (in a manner detrimental to Buyer) any Assumed Contract or any other Contract exclusively relating to the Business, except in the ordinary course of business; (ii) Sellers shall use commercially reasonable efforts to preserve the Business and the Purchased Assets, and relationships with its employees, suppliers, customers and others with whom it has business relations; (iii) Sellers shall not (A) grant any increase in compensation to any Business Employee whose compensation (base salary plus bonus but excluding benefits) for the fiscal year of Seller ended on March 31, 2009 exceeded $25,000 or (B) enter into, or amend in any material respect, any Employee Plan; (iv) Sellers shall not (A) grant any special conditions with respect to any account receivable other than in the ordinary course of business (e.g., extended terms), (B) fail to pay any account payable when due on a timely basis other than in the ordinary course of business consistent with past practice, (C) make or commit to make any capital expenditures in excess of $10,000 in the aggregate, or (D) start up or acquire any new business or product line which is not similar to or directly complementary to any existing business or product line; (v) none of the Sellers nor the Stockholder shall enter into any settlement with respect to any Proceeding against or relating primarily to the Business or the Purchased Assets; (vi) no Seller shall make any distribution of property in respect of its capital stock or otherwise, except for distributions of Cash; and (vii) none of the Sellers nor the Stockholder shall voluntarily take any action which would cause, or voluntarily fail to take any action the failure of which would cause, any representation or warranty of any Seller or the Stockholder contained in this Agreement to be untrue in any material respect that would reasonably be expected to cause the condition in Section 8.1 to not be achieved.

Conduct Pending Closing. (a) Seller covenants and agrees that, from the date hereof (except as otherwise set forth below) to the Closing Date: (i) Seller will cooperate with Purchaser in permitting Purchaser’s respective authorized representatives to review and copy any and all Resident Agreements, records, books, contracts, and commitments relating to the Property, and permit Purchaser and its authorized representatives free access to the Property upon prior notice to Seller or its representatives, subject to rights of the residents under their Resident Agreements. (ii) Seller will use reasonable efforts to preserve for Purchaser the goodwill of Seller’s residents and others having business relations with the Property. (iii) Seller will operate, maintain and manage the Property consistent with the manner in which Seller has operated, maintained and managed the Property. (iv) Seller will perform and pay all of its obligations in the normal course of business so as not be to in material default with respect thereto, and shall maintain and keep in effect all insurance policies covering the Property. (v) Seller agrees that Seller will not enter into any agreement affecting the Property without first obtaining Purchaser’s prior written consent (not to be unreasonably withheld), except Seller has the right to enter into Resident Agreements with respect to any rooms constituting the Property in the normal course of business for a term of not more than thirty (30) days and for a monthly rental rate not less than the applicable Medicaid rate for a semi-private room. (vi) Seller shall promptly deliver to Purchaser any correspondence or other documents received by Seller related to the real estate tax assessment of the Property. (vii) Seller shall file all cost and other reports required to be filed pursuant to the Medicare and Medicaid programs, accurately and on or prior to their due dates.

Conduct Pending Closing. Prior to each applicable Closing Date, each Party shall, and shall cause its subsidiaries to (in each case, except to the extent that the applicable matter is the responsibility of any applicable Dealer or Agent), (a) maintain its Properties and related equipment in working condition and repair and covered by existing policies of insurance; (b) comply in all material respects with all Assumed Contracts to which it is a party; (c) collect its accounts receivable and pay its accounts payable in the ordinary and usual course consistent with past practice; (d) except for the Dealerizations, operate its Properties in the ordinary course of business, consistent with their operations for the 12-month period prior to the date hereof, and (e) not take, directly or indirectly, any of the following actions with respect to the Assets to be assigned by it hereunder unless the other Party otherwise consents in writing or as required by applicable law: (i) sell, lease or otherwise dispose of any of its Properties or Material Items of Equipment, or cause or permit any Lien to exist on any of its Properties or other Assets (except Permitted Liens); (ii) make any capital expenditures at its Properties or enter into any Contract to do so that will not be completed prior to the applicable Closing Date; (iii) assign, delegate, amend, terminate or permit to lapse, any of its Assumed Contracts; or (iv) terminate or permit the lapse of any Permit necessary for its ownership or operation of any of its Properties. Prior to each applicable Closing Date, each Party shall confer with the other Party on a regular basis to keep it informed with respect to operational matters of a material nature relating to its Assets and to report the general status of the ongoing operations of the Properties and will give prompt notice to the other Party of any communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement. Each Party shall also deliver to the other Party monthly income statements, fuel volume reports and other financial information reasonably requested by the other Party with respect to its Properties that have not yet been assigned hereunder, promptly after such information becomes available.

Conduct Pending Closing. Except to the extent consented to in writing by Buyer, Seller agrees that pending the Closing, it shall conduct the Business only in the ordinary course of business and consistent with past practices. Without limiting the generality of the foregoing, from the date hereof to the Closing, Seller shall not, without the written consent of Buyer: (a) permit, allow or suffer any of its material assets (tangible or intangible) included in the Business Assets to be subjected to any Liens other than Permitted Liens, nor permit any Liens to be foreclosed; (b) sell, transfer or otherwise dispose of any of its assets or other rights (tangible or intangible) included in the Business Assets other than in the ordinary course of business consistent with past practice; (c) dispose of or permit to lapse any material right to the use of any material Patents, Trademarks and Copyrights or disclose to any person other than representatives of Buyer any proprietary information or included in the Business Assets not a matter of public knowledge; (d) terminate or amend in any material respect any material Business Contract; (e) exercise any option to renew any material lease or any option to purchase any material property included in the Business Assets or permit any such option to expire without first notifying Buyer of the option expiration date; (f) omit to do any act, or permit any act or omission to act, which would cause a material breach of any Business Contract, or any material breach of any representation, warranty, covenant or agreement made by Seller herein; (g) fail to notify Buyer of any Claim which is threatened or commenced against ▇▇▇▇▇▇▇ between the date of this Agreement and the Closing Date which may have a Material Adverse Effect; (h) materially increase or decrease the present list prices for the products or related services sold by ▇▇▇▇▇▇▇; and,

Conduct Pending Closing. 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 Closing, the Company shall, and shall cause each of its Subsidiaries to (i) conduct its business in the ordinary course of business, (ii) maintain its corporate existence, preserve intact its business organization and, except in the ordinary course of business, its assets, (iii) keep available the services of its present executive officers, (iv) maintain in effect the Material Contracts (subject to the expiration of any such Contract pursuant to its terms), and (v) preserve present material business relationships with suppliers, customers, licensees and other Persons.