Post-Closing Conduct of the Business Sample Clauses

Post-Closing Conduct of the Business. Following the Closing Date and until the expiration of the Earnout Period, the Purchaser will not take any actions that are intended to decrease the Earnout Payment or the Cumulative EBITDA.
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Post-Closing Conduct of the Business. Any earnout payments pursuant to Sections 2.11 and 2.12 are contingent on the performance of the Business and there are no guaranteed minimum 2005 EBITDA, Nektar EBITDA, Extended Nektar EBITDA or other earnout payments under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Buyer will be free to operate the Business as the Buyer deems appropriate in its sole discretion and shall have no obligation to act in any manner in an attempt to maximize 2005 EBITDA, Nektar EBITDA or Extended Nektar EBITDA; provided, however, that, following the Closing Date and until the completion of the Subsidiaries’ 2006 fiscal year (as currently in effect) or, if the provisions of Sections 2.12(d) through 2.12(g) come into effect, until the earlier of (i) the delivery of written notice that the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is equal to or greater than the Extended Nektar EBITDA Target (as contemplated in Sections 2.12(d)) and (ii) the Extended Nektar EBITDA Test Termination Date, Buyer will not, nor will it cause or permit Tech Group North America (or any permitted successor entity or permitted assignee of the Nektar Business which is an Affiliate of Buyer) to (i) take any action, the primary purpose of which is to reduce 2005 EBITDA, 2006 Nektar EBITDA or Extended Nektar EBITDA with the intention to reduce any earnout payments due under Sections 2.11 or 2.12, or (ii) assign or transfer the Nektar Supply Agreement (other than in connection with the merger or sale of substantially all of the assets of Buyer where the successor entity agrees in writing to assume and perform all of Buyer’s obligations under this Agreement), unless Buyer agrees to the release a nd payment to Seller at the time of such assignment and transfer of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued interest or other income earned on such portion of the EBITDA Test Escrow Amount. Subject to Seller’s rights under Sections 2.11 and 2.12 and Buyer’s covenants and obligations under this Section 2.15, neither Seller nor the Shareholders shall be entitled to, and shall not, make any claims against Buyer alleging that Buyer or any of its Affiliate’s actions or omission in the operation of the Business reduced 2005 EBITDA, 2006 Nektar EBITDA or Extended Nektar EBITDA or otherwise reduced the earnout payments due under this Agreement from what they otherwise might have been.
Sample 1
Post-Closing Conduct of the Business. From and after the Closing until the end of the Third Post-Closing Period, the Buyer shall and, if applicable, shall cause the Buyer Subsidiaries to operate the Business in a commercially reasonable manner. From and after the Closing until the Final Payment Date, the Buyer shall not take any action or inaction in bad faith or with the intention of decreasing the amount of any Post-Closing Payment, including transferring any assets among the Buyer and the Buyer Subsidiaries with the intention of impairing the Buyer’s ability to make the Post-Closing Payments. Notwithstanding the foregoing, the Parties acknowledge and agree that (i) the provisions of this Section 1.2(d) shall not (x) require the Buyer to continue any line of business conducted by the Business as of any date if the Buyer, in the exercise of its reasonable business judgment, believes that it is not reasonable for the Buyer to continue such line of business or (y) limit the Buyer from improving or modifying any aspect of the Business in the exercise of the Buyer’s reasonable business judgment and (ii) the Seller’s right to the Post-Closing Payments under this Section 1.2 is a contract right and shall not give rise to any rights or duties (including fiduciary duties), express or implied, other than those expressly set forth herein.
Sample 1
Post-Closing Conduct of the Business. Following the Closing, Whitney and the Surviving Corporation shall use their best commercially reasonable efforts to conduct the Business so that it will generate sufficient Gross Revenue to cause the Contingent Payments to become payable to Sellers; provided, however, that Whitney and the Surviving Corporation shall retain the sole right to operate the Business in the best interest of Whitney and the Surviving Corporation including, without limitation, the right to discontinue or scale back the Business. In the event that prior to the third anniversary of the Closing Date Whitney and the Surviving Corporation abandon the Business, the Surviving Corporation dissolves and liquidates its assets or the Surviving Corporation files for bankruptcy protection, Whitney and the Surviving Corporation will use their best efforts to sell for $100 all assets of the Business to Sellers if Sellers so request in writing. In connection therewith, Whitney and the Surviving Corporation agree to execute all documents reasonably necessary to affect the return of the Business and the assets associated therewith to Sellers. In addition, in such event the non-compete provisions of this Agreement (set forth in Section 6.6) shall terminate and be of no further force or effect.
Sample 1

Related to Post-Closing Conduct of the Business

  • Conduct of the Business From and after the Effective Date and though immediately prior to the Closing, or the earlier termination of this Agreement in accordance with Article 9, except (i) as set forth on Section 6.1 of the Disclosure Schedule, (ii) as otherwise contemplated by this Agreement, (iii) as Buyer or Parent may otherwise consent to in writing (which shall not be unreasonably withheld) or (iv) as required by applicable Legal Requirements, Seller will, and will cause each Acquired Subsidiary to (a) operate the Business in the Ordinary Course of Business and use commercially reasonable efforts to preserve and maintain the goodwill associated with the Business and relationships with the Employees, customers, suppliers, distributors and others with whom the Business has a business relationship and (b) not, without the consent of Parent, take any actions (i) that if taken between the date of the Latest Balance Sheet and the date hereof would be required to be disclosed on Section 4.5 of the Disclosure Schedule (ignoring the phrase “management level” in Section 4.5(k) for purposes of this Section 6.1); (ii) that would cause a Material Contract to be accelerated, terminated, modified, or cancelled by Seller or any Acquired Subsidiary, or that would cause the entry into any Material Contract by Seller or any Acquired Subsidiary (other than any purchase orders or sales or services agreements on the Business’s standard forms) that is outside the Ordinary Course of Business or that involves the payment or receipt by Seller or the Acquired Subsidiaries of more than $50,000; (iii) that would cause any Acquired Subsidiary to issue or otherwise allow to become outstanding or redeem or otherwise acquire any equity interest of such Acquired Subsidiary or right to any such equity interest; (iv) other than the current intercompany loans between Seller and the Retained Subsidiaries and the Acquired Subsidiaries, that would cause any Acquired Subsidiary to incur any indebtedness for borrowed money or to guaranty any obligations of any Person; or (v) that would be an amendment to any organizational documents of any Acquired Subsidiary.

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Interim Conduct of Business (a) Except as (i) contemplated, required or permitted by this Agreement, (ii) required by applicable Law, (iii) set forth in Section 5.1(a) of the Company Disclosure Letter, or (iv) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and each of its Subsidiaries shall (A) carry on its business in the ordinary course in substantially the same manner as heretofore conducted in all material respects, and (B) use its reasonable best efforts, consistent with past practices, to preserve substantially intact its business organization and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary.

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Conduct of Business Pending Consummation 7.1 Affirmative Covenants of Each Party. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and material Assets and maintain its rights and franchises, and (iii) take no action that would (A) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (B) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement.

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Condition of the Business (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • CONDUCT OF BUSINESSES PENDING THE MERGER Section 5.01 Conduct of Business by the Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:

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