Common use of Operations Prior to the Closing Date Clause in Contracts

Operations Prior to the Closing Date. (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Saks Inc), Asset Purchase Agreement (Belk Inc)

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Operations Prior to the Closing Date. (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable effortsefforts to, and shall cause the Companies to use their commercially reasonable efforts, efforts consistent with good business practicepractice to, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the BusinessCompanies.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Saks Inc), Stock Purchase Agreement (Belk Inc)

Operations Prior to the Closing Date. (a) Subject to the terms and conditions of this Agreement, Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on to conduct the Business in the ordinary course and substantially in all material respects as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall cause each of the Companies to use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, best efforts consistent with good business practice, practice to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the BusinessCompanies.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Specialty Foods Corp), Stock Purchase Agreement (Specialty Foods Acquisition Corp)

Operations Prior to the Closing Date. (a) Except as required by applicable Requirements of Law or with the prior written consent of Buyer, Seller shall use its commercially reasonable efforts to, and to shall cause the Acquired Companies to use their commercially reasonable efforts to, operate and carry on the Business in the ordinary course consistent with past practice and substantially as operated immediately prior to the date of this Agreement. Consistent , including with respect to the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve preservation of the goodwill of the suppliers, contractors, licensors, employees, customers, customers and distributors of the Acquired Companies and others having business relations with the BusinessAcquired Companies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Post Holdings, Inc.)

Operations Prior to the Closing Date. (a) Each Seller shall use its commercially reasonable efforts to, and to cause the Acquired Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreementconsistent with past practice. Consistent with the foregoing, each Seller shall use its commercially reasonable effortsefforts to, and shall cause the Acquired Companies to use their commercially reasonable effortsefforts to, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors of the Acquired Companies and others having business relations with the BusinessAcquired Companies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Icu Medical Inc/De)

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Operations Prior to the Closing Date. (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, efforts consistent with good business practice, practice to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, customers and distributors and others having business relations with of the Business.. Without limiting the foregoing, without the prior written consent of Buyer, which consent will not be unreasonably delayed or withheld, Seller shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ndchealth Corp)

Operations Prior to the Closing Date. (a) Seller Sellers shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business only in the ordinary course and substantially as operated immediately prior to the date of this Agreementpresently operated. Consistent with the foregoing, Seller Sellers shall keep and maintain the Purchased Assets in good operating condition and repair and shall use its commercially their reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, best efforts consistent with good business practice, practice to maintain the business organization of Sellers intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the BusinessSellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Generac Holdings Inc.)

Operations Prior to the Closing Date. (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies its Affiliates to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable effortsefforts to, and shall cause the Companies to its Affiliates to, use their commercially reasonable efforts, efforts consistent with good business practicepractice to, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bon Ton Stores Inc)

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