Operation of the Companies Sample Clauses

Operation of the Companies. The Sellers agree and acknowledge that, except as expressly provided to the contrary in this Section 2.5, (i) during the term of the Earnout Period, the Buyer has the right to operate the Companies (and all other components of the Buyer’s business) in any way that the Buyer deems appropriate in the Buyer’s sole discretion, including making changes based upon market conditions, the requirements of its lenders, or other circumstances, even if such operations or changes may have an adverse effect on the Quarterly Gross Profit of the Companies; (ii) the Buyer has no obligation to operate the Companies (or any other component of the Buyer’s business) in a manner designed to achieve any specific level of Quarterly Gross Profit; (iii) the Buyer is not obligated to operate the Companies in a manner consistent with the manner the Sellers operated the Companies prior to the Closing Date; (iv) neither the Buyer nor any of its Affiliates makes any representations, warranties or covenants to the Sellers as to the amount or type of funding which may be provided to the Companies; (v) the potential Earnout Payment is speculative in nature and subject to numerous factors outside the Buyer’s control; (vi) the Buyer owes no fiduciary duty to the Sellers; and (vii) the Parties solely intend the express provisions of this Agreement to govern their contractual relationship; provided that, during the Earnout Period, the Buyer shall (except with the prior written consent of the Seller Representative which may only be withheld to protect the legitimate interests of the Sellers):
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Operation of the Companies. (a) From the date --------------------------- hereof to the Closing Date, except to the extent that Purchaser shall consent in writing, the Companies shall operate their respective businesses only in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, the Companies shall:
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Operation of the Companies. From the date hereof to the Closing, except as described in Section 5.1 of the Company Disclosure Schedule or as otherwise permitted by or provided in this Agreement, the other Operative Agreements or the Integration Plan or the Integration Agreements, or except as consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed), each of the JLW Partnerships and the Companies agrees that:
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Operation of the Companies. (a) From the date of this Agreement through the Closing, except as (i) otherwise provided in this Agreement, (ii) required by Law, or (iii) consented to in writing by Buyers, Sellers shall cause the Companies to operate their businesses in the Ordinary Course of Business.
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Operation of the Companies. 3.1 For the development and operation of the Company the parties have agreed on the following guidelines:
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Operation of the Companies. From and after the date hereof -------------------------- and until the Closing, the Shareholders and NCCI shall see to it that the Companies:
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Operation of the Companies. The Buyer shall (A) operate the business of the Companies in good faith and a commercially reasonable manner in material compliance with all applicable laws with at least the same level of skill and care as historically operated by the Seller prior to the Closing Date, (B) not take any action with a purpose of reducing or avoiding the payment of Earn-Out Payments and (C) maintain adequate records of Buyer and the Companies in a manner that will allow Earn-Out Payments to be calculated.
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Related to Operation of the Companies

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Operation of the Company’s Business (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall conduct its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

  • 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:

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

  • Management of the Company The Company's business and affairs shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of the Formation. Single-Member (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s). Multi-Member (Applies ONLY if Multi-Member): Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity; establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.

  • Return of the Company’s Property If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his or her offices prior to or on the effective date of termination and to cease all activities on the Company’s behalf. Upon the termination of his or her employment in any manner, as a condition to the Executive’s receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company. Executive shall deliver to the Company a signed statement certifying compliance with this Section 4(j) prior to the receipt of any post-termination benefits described in this Agreement.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur:

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