Common use of Preservation of Organization Clause in Contracts

Preservation of Organization. The Seller and the Company will use their best efforts: to preserve the business organization of the Company intact; to keep available to the Purchaser (without making any commitment on its behalf) the services of the present employees of the Company, and make no changes therein except as required in the ordinary course of business; and to preserve for the Purchaser the goodwill of the suppliers, customers and others having business relations with the Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Vertical Health Solutions Inc), Stock Purchase Agreement (Vertical Health Solutions Inc)

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Preservation of Organization. The Seller Sellers and the Company will Seller Subsidiary shall use their best efforts: efforts (i) to preserve the their business organization of the Company intact; , (ii) to keep available to the Purchaser Buyer the Assumed Employees and (without making any commitment on its behalfiii) the services of the present employees of the Company, and make no changes therein except as required in the ordinary course of business; and to preserve for the Purchaser Buyer the goodwill Sellers’ and the Seller Subsidiary’s present relationships of the suppliers, customers Business with their suppliers and others having business relations with the Companycustomers.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Astris Energi Inc), Asset Purchase Agreement (ACME Global Inc.)

Preservation of Organization. The Seller and the Company will Sellers shall use their best efforts: efforts to preserve the business organization of the Company intact; (including Subsidiaries) intact and to keep available to the Purchaser (without making any commitment on its behalf) the services of the present persuade all employees of the Company, and make no changes therein except as required Company or Subsidiaries to remain in its employment after the ordinary course of businessClosing; and provided that nothing herein contained shall be deemed to preserve for the Purchaser the goodwill constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relations relationships with the Companyit.

Appears in 2 contracts

Samples: Capital Stock Purchase Agreement (BAD TOYS Holdings, Inc.), Capital Stock Purchase Agreement (BAD TOYS Holdings, Inc.)

Preservation of Organization. The Seller and the Company will Sellers shall use their best efforts: all ---------------------------- commercially reasonable efforts to preserve the business organization of the Company Business intact; , to keep available to the Purchaser (without making any commitment on its behalf) the services of Buyer the present key officers and employees of the Company, and make no changes therein except as required Sellers employed in the ordinary course of business; Business and to preserve for the Purchaser Buyer the goodwill present relationships of the Sellers' suppliers, customers customers, independent contractors and others having business relations with the CompanySellers in the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ironbridge Acquisition Corp)

Preservation of Organization. The Seller and the Company will Sellers shall use their its reasonable best efforts: efforts to preserve the business and the organization of each of the Company intact; Sellers, to keep available to the Purchaser (without making any commitment on its behalf) Buyer the services of the present employees each of the CompanySeller's present employees, and make no changes therein except as required in the ordinary course of business; and to preserve for the Purchaser the goodwill Buyer each of the Seller's favorable business relationships with its suppliers, its customers and others having with whom business relations with relationships exist. The Sellers will not dissolve or wind down their operations for at least six months following the CompanyClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (California Amplifier Inc)

Preservation of Organization. The Seller Sellers and the Company will use their commercially reasonable best efforts: to preserve the business organization of the Company intact; to keep available to the Purchaser (without making any commitment on its behalf) the services of the present employees of the Company, and make no changes therein except as required in the ordinary course of business; and to preserve for the Purchaser the goodwill of the suppliers, customers and others having business relations with the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dynamic Health Products Inc)

Preservation of Organization. The Seller and Sellers will cause the Company will to use their its best efforts: efforts to preserve the its business organization of the Company organizations intact; , to keep available to the Purchaser (without making any commitment on its behalf) Company after the services of Closing Date the present employees of the CompanyCompany and, and make no changes therein except as required in the ordinary course of business; and subject to Section 7.9 below, to preserve for the Purchaser the goodwill present relationships of the suppliers, Company with their suppliers and customers and others having business relations with the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (American National Financial Inc)

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Preservation of Organization. The Seller and the Company will shall use their his, her or its best efforts: efforts to preserve the business organization of the Company intact; (and Subsidiaries) intact and to keep available to the Purchaser (without making any commitment on its behalf) the services of the present persuade all employees of the Company, Company (and make no changes therein except as required Subsidiaries) to remain in its employment after the ordinary course of businessClosing; and provided that nothing herein contained shall be deemed to preserve for the Purchaser the goodwill constitute an obligation of the Seller, Purchaser or the Company (and Subsidiaries) to continue the employment of any such employee. The Seller shall also use his, her or its best efforts to retain, preserve and maintain the business relations of the Company (and Subsidiaries) with its suppliers, customers and others having business relations relationships with the Companyit.

Appears in 1 contract

Samples: Capital Stock Purchase Agreement (Bad Toys Inc)

Preservation of Organization. The Seller and Sellers shall use commercially reasonable efforts to cause each of the Company will use their best efforts: Companies to preserve the its business organization of the Company intact; , to keep available to the Purchaser (without making any commitment on its behalf) the services of Buyer the present key officers and employees of the Company, and make no changes therein except as required in the ordinary course of business; such Company and to preserve for the Purchaser Buyer the goodwill present relationships of the suppliers, such Company's suppliers and customers and others having business relations with any of the CompanyCompanies.

Appears in 1 contract

Samples: Stock Purchase Agreement (H R Window Supply Inc)

Preservation of Organization. The Seller and the Company will use their best efforts: to preserve the business organization Sellers shall cause each of the Company and the Subsidiaries to use its best efforts to preserve its business organization intact; , to keep available to the Purchaser (without making any commitment on its behalf) the services of Buyer the present key officers and employees of the Company, Company and make no changes therein except as required in the ordinary course of business; Subsidiaries and to preserve for the Purchaser Buyer the goodwill present relationships of the suppliers, Company's and the Subsidiaries' suppliers and customers and others having business relations with the CompanyCompany and or the Subsidiaries.

Appears in 1 contract

Samples: Stock Purchase Agreement (High Voltage Engineering Corp)

Preservation of Organization. The Seller and the Company will Sellers shall use their best efforts: to preserve the business organization of the Company intact; to keep available to the Purchaser efforts (without making any commitment commitments on its behalf) the services behalf of the present employees of Parent) to preserve the Company’s business organization intact, to keep available its present key employees, and make no changes therein to preserve its present relationships with those having business relations with it. The Company shall not dispose of or remove from its business premises any assets used in the operation of its business except as required in the ordinary course of business; and to preserve for the Purchaser the goodwill of the suppliers, customers and others having business relations with the Companyor encumber, mortgage or pledge its property or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Isonics Corp)

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