Common use of Normal Course Clause in Contracts

Normal Course. From the date hereof until the Closing, Seller will cause the Company to: (a) maintain its corporate existence in good standing; (b) maintain the general character of its business; (c) use all reasonable best efforts to maintain in effect all of its presently existing insurance coverage (or substantially equivalent insurance coverage), preserve its business organization substantially intact, keep the services of its present principal employees and preserve its present business relationships with its material suppliers and customers; (d) permit TKOG, Buyer, their accountants, their legal counsel and their other representatives full access to its management, minute books and stock transfer records, other books and records, contracts, agreements, properties and operations at all reasonable times and upon reasonable notice; and (e) except as permitted by Section 5.9, in all respects conduct its business in the usual and ordinary manner consistent with past practice and perform in all material respects all agreements or other obligations with banks, customers, suppliers, employees and others.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kroll O Gara Co)

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Normal Course. From the date hereof until the Closing, Seller will cause the Company toand each of its Subsidiaries will: (a) maintain its corporate existence in good standing; (b) maintain the general character of its business; (c) use all reasonable best efforts to maintain in effect all of its presently existing insurance coverage (or substantially equivalent insurance coverage), preserve its business organization substantially intact, keep the services of its present principal employees and preserve its present business relationships with its material suppliers and customersclients; (d) permit TKOGParent, Buyer, their its accountants, their its legal counsel and their its other representatives full access to its management, minute books and stock transfer records, other books and records, contracts, agreementsContracts, properties and operations at all reasonable times and upon reasonable notice; and (e) except as permitted by Section 5.9, in all respects conduct its business in the usual and ordinary manner consistent with past practice and perform in all material respects all agreements or other obligations Contracts with banks, customersclients, suppliers, employees and others.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Accufacts Pre Employment Screening Inc)

Normal Course. From the date hereof until the Closing, Seller will cause the Company toand each of its Subsidiaries will: (a) maintain its corporate existence in good standing; (b) maintain the general character of its business; (c) use all reasonable best efforts to maintain in effect all of its presently existing insurance coverage (or substantially equivalent insurance coverage), preserve its business organization substantially intact, keep the services of its present principal employees and preserve its present business relationships with its material suppliers and customersclients; (d) permit TKOGPurchaser, Buyer, their its accountants, their its legal counsel and their its other representatives full access to its management, minute books and stock transfer records, other books and records, contracts, agreementsContracts, properties and operations at all reasonable times and upon reasonable notice; and (e) except as permitted by Section 5.9, in all respects conduct its business in the usual and ordinary manner consistent with past practice and perform in all material respects all agreements or other obligations Contracts with banks, customersclients, suppliers, employees and others.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Accufacts Pre Employment Screening Inc)

Normal Course. From the date hereof of this Agreement until the Closing, Seller Company will and Majority Shareholders will cause the Company to: (a) maintain its corporate existence in good standing; , (b) maintain the general character of its business; , (c) use all reasonable best commercial efforts to maintain in effect all of its presently existing insurance coverage (or substantially equivalent insurance coverage), preserve its business organization substantially intact, keep the services of its present principal employees and preserve its present business relationships with its material suppliers and customers; , (d) permit TKOGICC, Buyer, their accountants, their legal counsel and their other representatives full access to its management, minute books and stock transfer records, other books and records, contracts, agreementsContracts, properties and operations at all reasonable times and upon reasonable notice; notice and (e) except as permitted by Section 5.9, in all respects conduct its business in the usual and ordinary manner consistent with past practice and practice, including perform in all material respects all agreements or other obligations with banks, customers, suppliers, employees and others.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Internet Commerce Corp)

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Normal Course. From the date hereof of this Agreement until the Closing, Seller the Company will and the Sellers will cause the Company to: (a) maintain its corporate existence in good standing; , (b) maintain the general character of its business; , (c) use all reasonable best commercial efforts to maintain in effect all of its presently existing insurance coverage (or substantially equivalent insurance coverage), preserve its business organization substantially intact, keep the services of its present principal employees and preserve its present business relationships with its material suppliers and customers; , (d) permit TKOGICC, Buyer, their its accountants, their legal counsel and their other representatives full access to its the Company's management, minute books and stock transfer records, other books and records, contracts, agreementsContracts, properties and operations at all reasonable times and upon reasonable notice; notice and (e) except as permitted by Section 5.9, in all respects conduct its business in the usual and ordinary manner consistent with past practice and perform in all material respects all agreements or other obligations with banks, customers, suppliers, employees and others.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Internet Commerce Corp)

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