Interim Operations of Buyer Sample Clauses

Interim Operations of Buyer. BUYER agrees (except as expressly contemplated by this Agreement, including any Exhibits and Schedules hereto or to the extent that COMPANY shall otherwise consent in writing) that:
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Interim Operations of Buyer. The Buyer was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has engaged in no business activities other than as contemplated by this Agreement.
Interim Operations of Buyer. (a) Buyer covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the earlier of the Closing and the termination of this Agreement in accordance with Article V, except (I) as consented to in writing by Seller (such consent not to be unreasonably withheld, delayed or conditioned), (II) as otherwise required or expressly permitted by this Agreement, (III) as required by a Governmental Entity or applicable Law or (IV) as set forth in Section 3.2(a) of the Buyer Disclosure Letter, (X) the business of Buyer and its Subsidiaries shall be conducted in the in all material respects in the ordinary course of business consistent with past practice and, to the extent consistent with the foregoing, Buyer and its Subsidiaries shall use their respective reasonable best efforts to preserve their business substantially intact and maintain satisfactory relationships with key employees and Governmental Entities, customers and suppliers having significant business dealings with them, and (Y) without limiting the generality of the foregoing, Buyer shall not, nor shall it permit any of its Subsidiaries to:
Interim Operations of Buyer. Buyer has engaged in no business activities prior to the date hereof and has conducted its operations only as contemplated hereby. SECTION 4.7. Finders= Fees tc \l2 "SECTION 4.7. Finders= Fees . There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Buyer who might be entitled to any fee or commission from Sellers or any of its Affiliates upon consummation of the transactions contemplated by this Agreement. SECTION 4.8. Litigation tc \l2 "SECTION 4.8.
Interim Operations of Buyer. Prior to the Closing, Buyer will engage in no business activities and will conduct its operations only as contemplated by this Agreement.
Interim Operations of Buyer. Buyer has not engaged in any business activities other than as contemplated by this Agreement and shall not have, as of the Closing, any indebtedness, except for any indebtedness incurred pursuant to the terms of the Debt Financing at Closing.
Interim Operations of Buyer. Except as otherwise contemplated herein or as approved in writing by the Company, during the Pre-Closing Period, Buyer covenants, on its own behalf and on behalf of its Subsidiaries, as follows:
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Interim Operations of Buyer. During the period from and after the Effective Date or date of execution of this Agreement and until the Closing Date, except with the prior written consent of the Seller, Buyer will conduct its business only in the ordinary and normal course consistent with past practice. Additionally:

Related to Interim Operations of Buyer

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions:

  • Obligations of Buyer At the Closing, Buyer shall deliver to Seller the following:

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Interim Operations of Sub Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Additional Conditions to Obligations of Buyer The obligation of Buyer to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the Closing Date, of each of the following conditions:

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Performance of Obligations of Buyer Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

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