Pre-Closing Operations Sample Clauses

Pre-Closing Operations. Monterey Carpets hereby covenants and agrees, except as contemplated hereunder, or as consented to in writing by CTI, pending the Closing, that it shall cause the business of MCSI to be operated and conducted in the ordinary course in accordance with prior practices and cause the business of MCSI to be carried on diligently and substantially in the manner as heretofore conducted in the ordinary course of business. Notwithstanding the foregoing, the parties acknowledge that Chroma shall not be obligated to, and shall not, make any distribution of partnership profits whatsoever.

Pre-Closing Operations. Until such time as the Subject Franchises have been transferred and assigned to TJC, Seller and the Shareholder shall continue to operate the Subject Franchises in a commercially reasonable manner (including without limitation, engaging in the sale of any products or packages at discounted amounts, or other revenue “stuffing” activities), consistent with the respective franchise agreement, and neither the Seller nor any of the Shareholder shall take any actions or operate the Subject Franchises in such a way as to cause or precipitate any diminution in their prospective, post-closing sales or any material shift in their prospective, post-closing revenue streams.

Pre-Closing Operations. The Company hereby covenants and agrees, except as contemplated hereunder, as disclosed in the Schedules, or as consented to in writing by Buyer, pending the Closing, that it and each Subsidiary shall operate and conduct its business only in the ordinary and usual course in accordance with prior practices, and carry on its business substantially in the manner as heretofore conducted and not make or institute any new methods of accounting or operation except in the ordinary and usual course of business consistent with past practice. By way of illustration and not in limitation of the foregoing: (a) The Company shall manage its working capital, including cash, receivables, other current assets, trade payables and other current liabilities, in a fashion consistent with past practice and shall carry on the business of the Company in the same manner as heretofore conducted and not engage in any new line of business or purchase or sell any new products or provide any new service or enter into any agreement, transaction or activity or make any commitment except those in the ordinary and usual course of business consistent with past practice. (b) Except as previously disclosed and consented to by Buyer, which consent shall not be unreasonably withheld, no material contract or commitment of any kind relating to any material capital expenditure by the Company or any Subsidiary shall be entered into. (c) The Company and each Subsidiary shall use commercially reasonable efforts consistent with past practices to maintain their assets in their present state of repair, keep available the services of its employees, and preserve the good will of their businesses and relationships with all parties having business relations with them and shall continue and maintain all underwriting guidelines consistent with prior practice. (d) Neither the Company nor any Seller shall take, and shall not permit any Subsidiary to take, any of the following actions after the date of this Agreement: (i) Dispose of any property or asset other than in the ordinary and usual course of business consistent with past practice; (ii) Mortgage, pledge or subject to liens or other encumbrances any property or asset, except by incurring Permitted Liens; (iii) Purchase or commit to purchase any property or asset for a price exceeding $25,000; (iv) Except for planned or normal increases in the ordinary and usual course of business consistent with past practice with respect to non-officer employees, increase...

Pre-Closing Operations. For a period of at least 72 hours before the Closing, Seller shall discontinue data entry operations in the on-site computer system for the Property, including making deposits of rental income. Seller acknowledges that such discontinuance is intended to afford Seller and Purchaser an opportunity to coordinate the transition of the Property in anticipation of Closing and to complete work on prorations as set forth in this Agreement. Seller shall, as soon as practicable after discontinuing such data entry (with Seller endeavoring to do the same within two hours of such discontinuance), forward to Purchaser or its designee final reports to facilitate transition planning and compilation of prorations.

Pre-Closing Operations. Seller shall instruct its property manager to discontinue data entry operations in the on-site computer system for the Property (including making deposits of rental income) for a period of at least 72 hours before the Closing. Seller acknowledges that such discontinuance is intended to afford Seller and Buyer an opportunity to coordinate the transition of the Property in anticipation of Closing and to complete work on prorations as set forth in this Contract. Seller shall instruct its property manager to forward to Buyer or its designee final reports to facilitate transition planning and compilation of prorations as soon as practicable after discontinuing such data entry (with Seller endeavoring to cause its property manager to do the same within two hours of such discontinuance).

Pre-Closing Operations. Prior to the Closing, the parties shall: i. Company shall: 1. Conduct its operations in the ordinary course of business in accordance in all respects with terms and conditions of the Operating Agreement and consistent with customary industry standards and past practices; 2. Maintain its books and records in accordance with generally accepted accounting principles consistently applied; 3. Immediately notify Patriot of any circumstance, condition, occurrence, or action that would either render any of Rhino’s or Company’s representations or warranties untrue or which could reasonably be expected to have a material adverse effect on the Transferred Assets; and 4. Enter into no new material commitments which would be binding upon the Patriot or its Designee or the Transferred Assets from and after the Closing. ii. Patriot shall cause its Designee to enter into that certain Labor Services Agreement entered into simultaneously herewith, pursuant to which such Designee shall (A) offer to hire those Company employees necessary to comply with the requirements of Section 8(f) above, (B) conduct operations, using Company’s equipment, for the Company on the Eagle Mining Area as currently being conducted, and (C) bear the cost of such operations pending Closing; provided that, if Closing does not occur on or before January 31, 2015, such Designee shall be reimbursed all such costs by the Company incurred in providing services pursuant to the Labor Services Agreement on or before February 15, 2015.

Pre-Closing Operations. Until such time as each of the Subject Franchises has been transferred and assigned to TJC, Seller and the Shareholders shall continue to operate all of the Subject Franchises in a commercially reasonable manner, consistent with their respective franchise agreements, and neither the Seller nor any of the Shareholders shall take any actions or operate any of the Subject Franchises in such a way as to cause or precipitate any diminution in their prospective, post-closing sales or any material shift in their prospective, post-closing revenue streams.

Pre-Closing Operations. From the date hereof until the Closing Date, without the US Parent's prior written consent, which consent shall not be unreasonably withheld with respect to Sections 7.2.2, 7.2.5 AND 7.2.6 below, the Contributors shall cause the Company and its Subsidiaries not to, and the Company and its Subsidiaries shall not take any of the following actions: 7.2.1 conduct its business in any manner or take or omit to take any action that would jeopardize the continuance of its material business relationships or cause any of Contributors' representations and warranties contained in this Agreement to be untrue at any time between the date hereof through and including the Closing Date; 7.2.2 except as expressly provided in this Agreement, enter into, amend, modify, terminate or permit to expire any Material Contracts or any Company Permits, or default (or take or omit to take any action that, with or without the giving of notice or passage of time or otherwise, would constitute a default) on any of its obligations under any Material Contracts or any Company Permits; 7.2.3 except as expressly provided in this Agreement, amend its Articles of Incorporation, or change its name or business; 7.2.4 except as expressly provided in this Agreement, enter into, amend, modify, terminate or permit to expire any agreement or transaction with or for the benefit of any of its Affiliates; 7.2.5 except as expressly provided in this Agreement, make any change to the compensation, benefit plans or other material terms of employment of its employees, except for (i) non-recurring bonuses the gross amount of which shall not exceed 5,000 Euros per individual and 50,000 Euros in the aggregate, provided that the individual threshold of 5,000 Euros may be raised to 15,000 Euros should a proposal be submitted to the US Parent and not expressly rejected by it within the two business days following submission, and (ii) severance payments in an amount not exceeding six months gross salary of the relevant employee plus any applicable social contributions. (i) make any investments (whether in cash or other assets) exceeding 50,000 Euros (excluding investments in money market funds and other cash equivalent investments), (ii) make any capital expenditures exceeding 100,000 Euros other than as set forth in SCHEDULE 7.2.6. attached hereto, which sets forth anticipated expenditures until the Closing Date, (iii) incur, guarantee or otherwise become liable with respect to indebtedness exceeding 50,000 Euros o...

Pre-Closing Operations. 9.1 Interim Operation of the Property 9.2 Lease Enforcement 9.3 Lease Termination Prior to Closing 9.4 Risk of Loss and Insurance Proceeds