Control Prior to Closing Sample Clauses
The "Control Prior to Closing" clause defines the rights and responsibilities of the parties regarding the management and operation of the target business or assets during the period between signing the agreement and the actual closing of the transaction. Typically, this clause restricts the seller from making significant changes to the business, such as entering into major contracts, incurring new debt, or selling assets, without the buyer's consent. Its core function is to preserve the value and condition of the business as agreed upon, ensuring that the buyer receives the business in substantially the same state as when the deal was signed, thereby minimizing the risk of adverse changes before ownership is transferred.
Control Prior to Closing. This Agreement and, without limitation, the covenants in Article V, are not intended to and shall not be construed to transfer control of the Station or to give Buyer any right, directly or indirectly, to control, supervise or direct, or attempt to control, supervise or direct, the personnel, programming or finances, or any other matter relating to the operation of the Station prior to the Closing, and WTGS TV, the Seller or the LIN Companies, as applicable, shall have ultimate control and supervision of all aspects of Station operations up to the time of the Closing.
Control Prior to Closing. The parties acknowledge and agree that, for the purposes of the Communications Act, this Agreement and, without limitation, the covenants in Article V, are not intended to and shall not be construed to transfer control of the Stations or to give Buyer any right to, directly or indirectly, control, supervise or direct, or attempt to control, supervise or direct, the programming, operations, or any other matter relating to the Stations prior to the Closing Date, and the Sellers and ▇▇▇▇▇▇▇▇ shall have complete control and supervision of the programming, operations, policies and all other matters relating to the Stations up to the time of the Closing.
Control Prior to Closing. Between the date hereof and the Closing Date, Buyer shall not, directly or indirectly, control, supervise or direct, or attempt to control, supervise or direct, the operation of the Station. Such operation, including complete control and supervision of all programs, employees and policies, shall be the sole responsibility of Sellers. After the Closing Sellers shall have no right to control the Station and Sellers shall have no reversionary rights in the Station.
Control Prior to Closing. The parties acknowledge and agree that, for the purposes of the Communications Act, this Agreement and, without limitation, the covenants in Article V, are not intended to and shall not be construed to transfer control of the Station from Sellers to Buyer.
Control Prior to Closing. The parties acknowledge and agree that, for the purposes of any applicable Law, this Agreement, including the covenants in Article V, are not intended to and shall not be construed to transfer control of the Business from Seller to Buyer prior to the Effective Time.
Control Prior to Closing. Between the date hereof and the Closing Date, Buyer shall not directly or indirectly control, supervise or direct, or attempt to control, supervise or direct, the operation of the Station. Such operation, including complete control and supervision of all programs, employees and policies, shall be the sole responsibility of Seller and its affiliates. Neither title nor right to possession shall pass to Buyer until the Closing, but Buyer shall, however, be entitled to reasonable inspection of the Station and the Broadcasting Assets (upon reasonable prior notice and approval of Seller which shall not be unreasonably withheld) during normal business hours with the purpose that an uninterrupted and efficient transfer of the Broadcasting Assets may be accomplished. After the Closing, Seller shall have no right to control the Station, and Seller shall have no reversionary rights in the Station.
Control Prior to Closing. Except as permitted by the TBA, between the date hereof and the Closing Date, Buyer shall not directly or indirectly control, supervise or direct, or attempt to control, supervise or direct, the operation of the Station. Such operation, including complete control and supervision of all programs, employees and policies, shall be the sole responsibility of Seller.
Control Prior to Closing. Parent and the Company acknowledge and agree that, for the purposes of the Communications Laws, this Agreement and, without limitation, the covenants in this Section 4, are not intended to, and shall not be construed to, transfer control of the Company or the Stations or to give Parent any right to, directly or indirectly, control, supervise or direct, or attempt to control, supervise or direct, the programming, operations or any other matter relating to the Company or the Stations prior to the Effective Time, and the Company shall have complete control and supervision of the programming, operations, policies and all other matters relating to the Stations until the Closing.
Control Prior to Closing. The parties acknowledge and agree that, this Agreement and, without limitation, the covenants in this Article VI, are not intended to, and shall not be construed to transfer control of the Business or to give Buyer any right to, directly or indirectly, control, supervise or direct, or attempt to control, supervise or direct, the operations, policies or any other matter relating to the Business prior to the Closing Date, and Seller shall have complete control and supervision of the operations, policies and all other matters relating to the Business up to the time of the Closing.
Control Prior to Closing. Section 7.05