Operations Pending Closing Sample Clauses
The "Operations Pending Closing" clause defines how the business should be managed and operated in the period between signing a purchase agreement and the actual closing of the transaction. Typically, it requires the seller to continue running the business in the ordinary course, maintain assets, and avoid significant changes without the buyer’s consent. This clause ensures that the business remains stable and its value is preserved until ownership is officially transferred, thereby protecting the buyer from unexpected changes or risks during the interim period.
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Operations Pending Closing. From and after the date hereof and prior to the Closing, Sellers shall, with respect to the Business:
(a) operate the Business in the ordinary course of business in accordance with past practices; and use commercially reasonable best efforts to preserve the present business organization intact, keep available the services of present officers and employees and preserve present business relationships with patients, governmental agencies, insurers, managed care organizations, suppliers, providers and others having business dealings with each Seller with respect to the Business;
(b) operate the Business in accordance with the Licenses and applicable governmental requirements, laws, rules and regulations;
(c) maintain the Equipment in good working order, ordinary wear and tear and usage excepted, and replace any of the Equipment which shall be worn out, broken, lost, stolen or destroyed, which Equipment would have been replaced in the ordinary course of business in accordance with past practices;
(d) not sell, lease, mortgage, pledge, encumber, transfer, or otherwise dispose of any of the Purchased Assets, except for transactions in the ordinary and regular course of the operation of the Business;
(e) not increase or otherwise change the rate or nature of the compensation (including wages, salaries and bonuses) which is paid or payable to any Person with respect to the Business, except pursuant to existing compensation and fringe benefit plans, practices and arrangements which have been disclosed to Buyer and not enter into, renew or allow the renewal of, any employment or consulting agreement or other contract or arrangement with respect to the performance of personal services;
(f) except with Buyer’s prior written consent, not enter into, or become obligated under, any agreement or commitment on behalf of Sellers with respect to the Business, except for (i) agreements entered into in the ordinary and regular course of the operation of the Business, and (ii) those other agreements or commitments otherwise permitted under this Section 6.3; or change, amend, terminate or otherwise modify any material Contract, Lease, agreement or commitment except for those which terminate or expire by their own terms;
(g) maintain in full force and effect policies of liability and casualty insurance of substantially the same type, character and coverage as the policies currently carried with respect to the Business;
(h) not adopt, or commit to adopt, any Plan, Benefit Arrangeme...
Operations Pending Closing. In order to ensure the continued operations of the Company and to insure the ongoing business operations of the Company, immediately upon execution of this Agreement, Catalyst shall have the right, but not the obligation, to designate the chief financial officer and a director of the Company. Said designee shall have the rights to manage the Company’s financial operations, contractual commitments, funding and banking requirements.
Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing:
(a) operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;
(b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);
(c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;
(d) not dissolve, liquidate, merge or consolidate with any other entity;
(e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;
(i) upon reasonable written advance notice, give ...
Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to operate the Property until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modi...
Operations Pending Closing. Contributing Party agrees that from the date of this Agreement to the Closing:
4.3.1 Contributing Party will:
(a) maintain all of the Assets in customary repair, order and condition, reasonable wear, tear and use and damage by fire or unavoidable casualty excepted;
(b) operate the Assets and the Business in a manner designed to preserve and protect its business, goodwill and relationships with its vendors, suppliers, customers and others;
(c) maintain insurance on the Assets in the same manner and to the same extent as such insurance has been maintained with respect to the Assets prior to the date of this Agreement; and
(d) comply, in all material respects, with all applicable laws.
4.3.2 Contributing Party will not:
(a) grant any new salary increase to any employee engaged in the Business unless such increase has been previously approved by Company in writing, or such salary increase occurs in the ordinary course and does not exceed 3%;
(b) enter into or amend or alter any bonus, incentive compensation, deferred compensation, retirement, pension, savings, group insurance, death benefit or other fringe benefit plan, trust agreement or arrangement affecting its employees engaged in the Business that do not represent existing commitments; provided, however, that Contributing Party's handling of severance pay and related issues is not limited by this Section;
(c) enter into or assume any material contract, agreement, obligation, lease, license or commitment relating to the Assets, except in the ordinary course of the Business as contemplated by this Agreement or with Company's prior written approval;
(d) do, or omit to do, any act which will cause a material breach of any Material Agreement, Permit, commitment or obligation related to the Assets or the Business; or
(e) amend, terminate or waive any material right of substantial value relating to the Assets or the Business.
Operations Pending Closing. Each of the Company, on one hand, and OCIS and the OCIS Subsidiary, on the other hand, covenants that from the date hereof through the Closing Date, except as otherwise provided in this Agreement; or with the prior written consent of the other parties, which shall not be unreasonably withheld or delayed, shall:
7.3.1 not undertake any transactions or enter into any contracts, commitments or arrangements other than in the ordinary course of business, use its good faith efforts to preserve the present Business and organization of such party, and to preserve the goodwill of others having business relationships with such party;
7.3.2 not enter into, renew, extend, modify, terminate, waive or diminish any right under any material lease, contract or other instrument, except in the ordinary course of business;
7.3.3 not allow any of such parties' assets or properties to become subject to any Encumbrance that does not exist as of the date of this Agreement, except in the ordinary course of business;
7.3.4 maintain such party's existing insurance coverages, subject to variations in amounts in the ordinary course of business;
7.3.5 not declare or make any dividends or distributions; and
7.3.6 not amend the organizational documents of such party.
Operations Pending Closing. (a) During the period from the date of this Agreement to Closing, Seller shall (i) consult with Buyer with respect to each Election Proposal in excess of One Hundred Thousand Dollars ($100,000.00) net to the interests of Seller which is received by Seller with respect to any Subject Asset, and consult with Buyer with respect to all material decisions to be made with respect to the Subject Assets regarding the incurring of costs for discretionary expenditures for operations in excess of One Hundred Thousand Dollars ($100,000.00) net to the interest of Seller for which approval for expenditures are not prepared and (ii) not transfer, sell, hypothecate, encumber, abandon, or otherwise dispose of or terminate any portion of the Lease Assets (other than the sale of production in the ordinary course of business or as required in connection with the exercise by third parties of any Preferential Purchase Rights to purchase any of the Lease Assets) without the written consent of Buyer.
(b) During the period from the date of this Agreement to the Closing Date, Seller shall have the right to elect to participate or not to participate in any New Well proposed by an operator on the Land. Seller may consult with Buyer prior to making the election but shall have the right to make the election in its sole discretion, and will have no obligations or liability to the Buyer when making such election.
(c) Notwithstanding Section 10(a) and Section 10(b) above, in the event that, during the period from the date of this Agreement to Closing, Seller elects to participate in Election Proposals with respect to the Subject Assets, discretionary expenditures, or New ▇▇▇▇▇, and in the event that Seller’s proportionate share of the aggregate estimated costs for such operations, as set forth in any such Election Proposals, would exceed five percent (5%) of the Base Purchase Price, Seller shall be required to obtain Buyer’s permission for the first such operation that exceeds the five percent (5%) threshold, and any operations thereafter, in which it desires to participate.
Operations Pending Closing. The Seller hereby covenants to and agrees with the Buyer that, from the date hereof to the Closing Date or the termination of this Agreement, except with the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, the Seller will not cause or allow the Bank to:
(a) fail to carry on its business in substantially the same manner as now being conducted;
(b) declare, pay or make any cash dividend, stock dividend or other distribution with respect to the Equity Securities of the Bank;
(c) issue or directly or indirectly sell, transfer or otherwise dispose of, or purchase, redeem, retire or otherwise acquire any Equity Securities of the Bank or any other Equity Securities, or agree to commit to do so;
(d) subdivide or in any way reclassify any of the Equity Securities of the Bank;
(e) grant any option or right to purchase or execute any agreement or otherwise commit to issue any Equity Securities of the Bank;
(f) sell, transfer, lease, mortgage, pledge or otherwise dispose of or encumber any of the Bank’s assets or cancel any of the Bank’s claims except in the ordinary course of business;
(g) fail to use its commercially reasonable efforts to preserve the Bank’s business, organization and goodwill and its existing relationships with its customers and others having business relationships with it;
(h) amend the Bank’s Articles of Association or Bylaws;
(i) incur any obligation or liability or enter into any transaction except in the ordinary course of the Bank’s business;
(j) fail to take any action necessary and appropriate to maintain in full force and effect the Bank’s corporate existence, rights, licenses and franchises;
(k) pay or commit to pay any salary, fee or other compensation at a rate in excess of that prevailing on September 30, 2008;
(l) fail to maintain all existing policies of insurance with respect to the Bank in their present form and with their present coverage or comparable substitute policies;
(m) enter into any employment, agency or other contract or agreement with respect to the performance of personal services which is not terminable by the Bank without liability, on thirty (30) days or less notice;
(n) pay or commit to pay any bonus or other incentive compensation or any severance payments to any of the Bank officers, directors or employees;
(o) sell any portion or all of the Bank’s loan or investment portfolios except in the ordinary course of business, or invest any of the Bank’s asse...
Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the Lin Companies shall, and Seller shall use commercially reasonable efforts to cause the LIN Companies, prior to the Merger Closing, to and Seller shall, following the Merger Closing and prior to the Closing:
(a) operate the Stations in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;
(b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);
(c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;
(d) not dissolve, liquidate, merge or consolidate with any other entity;
(e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;
(i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasona...
Operations Pending Closing. (a) After the Effective Date, without Buyer’s prior written consent, which may be provided by electronic mail, and which consent shall not to be unreasonably withheld, conditioned or delayed (provided, however, Buyer’s consent shall be deemed granted in the event Buyer does not object in writing thereto within five (5) business days after Seller requests such consent from Buyer), Seller shall not enter into any new Lease or any modification, amendment, restatement, termination, or renewal of any of the Leases except for letters of understanding, certificates, punch lists and other documents contemplated by the applicable Lease; provided, however, Seller may enter into such agreements if so required by a Lease (e.g. if a Tenant exercises a renewal option or expansion option). Seller shall promptly deliver a copy of any item described in the preceding sentence entered into or received by Seller following the Effective Date. Seller promptly shall deliver to Buyer a copy of any written notice of default given or received by Seller under any Lease from and after the Effective Date.
(b) After the Effective Date, Seller shall have the right to enter into standard service, construction, materials and maintenance contracts necessary for operation and maintenance of a Project (e.g. landscaping, security, parking lot sweeping, garbage removal, etc.), so long as such contracts are either: (i) at competitive rates and terminable upon thirty (30) days’ notice, or (ii) remain Seller’s sole responsibility and are not assigned at Closing. Seller’s execution of such contracts shall not require Buyer’s prior consent, however, Seller shall provide a copy of each said contract to Buyer promptly after its full execution. At or before each Closing, Seller shall terminate, without cost to the Buyer, all existing property management agreements for the Projects relating thereto.
(c) After the Effective Date, Seller also shall continue to maintain all casualty, liability and hazard insurance currently in effect with respect to the Projects to the extent such insurance is in place with respect to the Projects as of the Effective Date, or as required under the Leases.