Common use of Operation of Business Prior to Closing Clause in Contracts

Operation of Business Prior to Closing. From the date hereof until the Closing Date, Seller, except as expressly contemplated by this Agreement or otherwise consented to by Buyer in writing, shall: (a) operate the Business only in the Ordinary Course of Business, (b) maintain all currently in use tangible Assets in good operating condition suitable for their intended use subject to ordinary wear and tear, (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to the Business and the Assets, and (d) exercise commercially reasonable efforts to maintain the Subscribers and retain the services of employees of the Business. From the execution of this Agreement through the Closing Date, Seller will continue to operate the Business in substantially the same manner as above, and agrees (a) not to increase the monthly rates of the current service packages provided to Subscribers as of the Closing Date, (b) not to increase any salaries or benefits for any employees, except for the retention packages made to certain employees and previously disclosed to Seller, and (c) not to make any expenditures of capital exceeding $10,000 or assume any new obligations that exceed $5,000 on a monthly recurring basis, without first obtaining the written consent of Buyer.

Appears in 3 contracts

Samples: Asset Purchase and Sale Agreement (KeyOn Communications Holdings Inc.), Asset Purchase and Sale Agreement (KeyOn Communications Holdings Inc.), Asset Purchase and Sale Agreement (KeyOn Communications Holdings Inc.)

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Operation of Business Prior to Closing. From the date hereof until the Closing Date, Seller, except as expressly contemplated by this Agreement or otherwise consented to by Buyer in writing, shall: shall (a) operate the Business only in the Ordinary Course of Business, (b) maintain all currently in use of the tangible Assets in good operating condition suitable for their intended use subject to ordinary wear and tear, (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to the Business and the Assets, and (d) exercise commercially reasonable efforts to maintain the Subscribers and retain the services of employees of the Business. From the execution of this Agreement through the Closing Date, Seller will continue to operate the Business in substantially the same manner as above, and agrees (a) not to increase the monthly rates of the current service packages provided to Subscribers as of the Closing Date, (b) not to increase any salaries or benefits for any employees, except for the retention packages made to certain employees and previously disclosed to Seller, and (c) not to make any material expenditures of capital exceeding $10,000 or assume any material new obligations that exceed $5,000 on a monthly recurring basis, without first obtaining the written consent of Buyer, and (d) not to issue any dividends or like disbursements to Seller’s shareholders.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (KeyOn Communications Holdings Inc.), Asset Purchase and Sale Agreement (KeyOn Communications Holdings Inc.)

Operation of Business Prior to Closing. From the date hereof until the Closing Date, Seller, except as expressly contemplated by this Agreement or otherwise consented to by Buyer in writing, shall: (a) operate the Business Markets only in the Ordinary Course of Businessbusiness, (b) maintain all currently in use of the tangible Assets in good operating condition suitable for their intended use subject to ordinary wear and tear, (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to the Business Markets and the Assets, and (d) exercise commercially reasonable efforts to maintain the Subscribers and retain the services of employees of the BusinessMarkets. From the execution of this Agreement through the Closing Date, Seller will continue to operate the Business Markets in substantially the same manner as above, and agrees (a) not to increase the monthly rates of the current service packages provided to Subscribers as of the Closing Date, (b) not to increase any salaries or benefits for any employees, except for the retention packages made to certain employees and previously disclosed to Seller, and Seller (c) not to make any expenditures of capital exceeding $10,000 or assume any new obligations that exceed $5,000 on a monthly recurring basis, without first obtaining the written consent of Buyer, and (d) not to issue any dividends or like disbursements to Seller’s shareholders.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (KeyOn Communications Holdings Inc.)

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Operation of Business Prior to Closing. From the date hereof until the Closing Date, Seller, except as expressly contemplated by this Agreement or otherwise consented to by Buyer in writing, shall: shall (a) operate the Business only in the Ordinary Course of Business, (b) maintain all currently in use of the tangible Acquired Assets in good operating condition and suitable for their intended use subject to ordinary wear and tear, (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to the Business and the Acquired Assets, and (d) exercise commercially reasonable efforts to maintain the Subscribers and retain the services of employees of the Business. From the execution of this Agreement through the Closing Date, Seller will continue to operate the Business in substantially the same manner as above, and agrees (a) not to increase the monthly rates of the current service packages provided to Subscribers as of the Closing Date, (b) not to increase any salaries or benefits for any employees, except for the retention packages made to certain employees and previously disclosed to Seller, and (c) not to make any material expenditures of capital exceeding $10,000 or assume any material new obligations that exceed $5,000 on a monthly recurring basis, without first obtaining the written consent of Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (KeyOn Communications Holdings Inc.)

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