Conduct Prior to Closing Clause Samples
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Conduct Prior to Closing. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Acquired Companies and the Seller will not take any action, or fail to take any action, or allow any other SPR Company to take any action or fail to take any action, as a result of which any of the changes or events described in Section 3.9 of this Agreement would occur. In addition, the Acquired Companies and the Seller will not, and Seller will cause the other SPR Companies not to, without the prior written consent of Buyer, which will not be unreasonably withheld, delayed or conditioned, except to the extent required by this Agreement:
(a) take any action to impair, encumber, create a Lien against or otherwise adversely affect the assets or properties of the Acquired Companies;
(b) enter into, amend or violate the terms of any Acquired Company Contract or any SPR Company Customer Contract;
(c) change pricing charged to customers of the Business;
(d) enter into any strategic arrangement or relationship, joint venture, development or joint marketing arrangement or agreement;
(e) terminate, or give notice of termination to, any customer or Employee;
(f) hire any Employees except in the Ordinary Course of Business;
(g) change, increase or amend the rate of remuneration or amount of bonuses or other benefits or any other terms of employment of any Employee (whether payable in cash, equity compensation or otherwise) except in the Ordinary Course of Business;
(h) grant any severance or termination pay to any Employee (whether payable in cash, equity compensation or otherwise), or adopt any new severance plan, amend or modify or alter in any manner any severance plan, agreement or arrangement relating to any Employee on the date hereof;
(i) adopt or amend or enter into any Employee Plan or Employee Contract;
(j) revalue any of the assets or properties of the Acquired Companies;
(k) make or change any election in respect of Taxes of the Acquired Companies or Seller, adopt or change any accounting method in respect of Taxes of the Acquired Companies or Seller, enter into any closing agreement, settle any claim or assessment in respect of Taxes of the Acquired Companies or Seller, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes of the Acquired Companies or Seller or file any Tax Return of the Acquired Companies unless such Tax Return has been provided to Buyer for review within...
Conduct Prior to Closing. Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:
Conduct Prior to Closing. Without in any way limiting any other obligations hereunder, during the period from the date hereof to the Time of Closing, each of the parties hereto shall use its best efforts to take and cause to be taken all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the completion of the transactions contemplated hereby.
Conduct Prior to Closing. A. During the period commencing on the Effective Date and ending on the Closing Date (unless this Agreement shall be terminated prior to a Closing), the business and affairs of IGP and the Project Partnerships will be conducted only in their ordinary course, and neither IGP nor any of the Project Partnerships must experience any adverse change in their respective business, properties, aspects or prospects. Seller agrees that, without prior written approval of Purchaser, Seller will not (and will cause or ensure that IGP does not):
(i) enter into or modify (except as required by applicable law) any compensation, benefit, or other plan, agreement or arrangement (whether written or oral) with respect to any of their directors, officers or employees; except however, the IGP/Seller can continue with the current negotiations of the Union Bargaining Agreement;
(ii) modify substantially the manner in which it has heretofore conducted its business, either into any new line of business or amend its Partnership Agreement;
(iii) dispose of or discontinue any of its material business or properties (except for the Excluded Assets and Ineligible Liabilities) or merge or consolidate with any other entity;
(iv) dispose of or acquire any material contracts or material assets, including without limitation, intellectual property, except in the ordinary course of business;
(v) take any other action not in the ordinary course of business; or
(vi) agree to take any foregoing actions.
B. From and after the Effective Date and until the Closing, Purchaser will have the right to appoint an administrative agent who will work on a day-to-day basis with the management of IGP to ensure the orderly and timely transition of the operation of the Project Partnerships and the related Subject Properties to Purchaser at the Closing. The administrative agent appointed by Purchaser shall have continuous access to financial and accounting records of IGP related to the Project Partners and related Subject Properties.
Conduct Prior to Closing. 7.1 Conduct of Business by HL, the Company, Parent, and Merger Sub. 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 “Interim Period”), each of HL, the Company, the Company’s Subsidiaries, Parent and Merger Sub shall, except to the extent that HL (in the case of a request by the Company) or the Company (in the case of a request by HL) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 7.1 hereto or as contemplated by this Agreement, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 7.1 hereto) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and employees, (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. During the Interim Period, HL shall file all Certifications, registration statements, reports, schedules, forms, statements, and other documents required to be filed or furnished to the SEC (“Additional HL SEC Reports”), which Additional SEC Reports shall be prepared in accordance with the requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations thereunder, and which will not contain any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, except as required or permitted by the terms of this Agreement, the PIPE Subscription Agreements, or as set forth in Schedule 7.1 hereto, without the prior written consent of HL (in the case of a request by the Company) or the Company (in the case of a request by HL), which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim Period, HL, the Company, the Company’s Subsidiaries, Parent, and Merger Sub shall not do any of the following:
(a) Waive any share repurchase...
Conduct Prior to Closing. From and after the Signing Date until the earlier of the Closing Date and the date on which this Agreement is terminated, the Company covenants and agrees as to itself and its Subsidiaries not to take any action that is intended or would reasonably be expected to result in any condition in Sections 8 and 9 not being satisfied. Each Investor hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the Closing Date which would cause any representation, warranty, or covenant of the Investors contained in this Agreement to be false or incorrect.
Conduct Prior to Closing. 53 5.1 Conduct of Business Prior to Closing...........................................................53 5.2 Access to Information and Documents............................................................55 5.3
Conduct Prior to Closing. That, at all times prior to closing, Seller will take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Section 5 to remain true and correct in all respects from the date hereof to the date of closing and will refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period, unless this Contract specifically provides for the taking of such action and the consequent modification of certain warranties or representations; and
Conduct Prior to Closing. Seller covenants and agrees that from the date hereof and until Closing:
Conduct Prior to Closing. Conduct of business of Seller. During the period from the date of this Agreement and up to the Closing, the Seller agrees that it shall (a) carry on the Business in the Ordinary Course of Business in substantially the same manner as heretofore conducted; (b) pay its debts and Taxes when due, (c) pay or perform other obligations when due; and (d) preserve intact the Business, keep available the services of is present Employees and preserve its relationship with, customers and lessors, having business dealings with it, to the end that its ongoing ability to provide services shall be unimpaired at the Closing.