SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING Sample Clauses

SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING. The Seller agrees that between the date of this Agreement and the Closing Date, the Seller will:
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SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING. The Seller agrees that between the Execution Date and the Closing Date (the “Interim Period”), the Seller will:
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SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING. Seller represents that between December 3, 1996 and the closing date, Seller has: (a) operated the business that in the usual and ordinary course and in substantial conformity will all applicable laws, ordinances, regulation, rules, or orders, and has used its best efforts to preserve its business organization and preserve the continued operation of its business with its customers, suppliers, and others having business relations with Seller and b) not assigned, sold, leased, or otherwise transferred or disposed of any of the assets used in the performance of its business, whether now owned or hereafter acquired, except in the normal and ordinary course of business and in connection with its normal operation.
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SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING. Seller and Selling Shareholder agree that between the date of this Agreement and the date of closing, Seller will: Use its best efforts to preserve its business organization and preserve the continued operation of its business with its customers, suppliers, and other having business relations with Seller. Not assign, sell, lease or otherwise transfer or dispose o any of the assets listed on Exhibit “A”, except to Buyer. Maintain all of its assets other than inventories in their present conditions, reasonable wear and tear and ordinary usage accepted to maintain the inventories at levels normally maintained.
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SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING. Seller shall (a) conduct the business in a reasonable and prudent manner in accordance with past practices; (b) engage (exclusively with respect to the business) in no transactions out of the ordinary course of business, without the prior consent of Buyer, not to be unreasonably withheld; and (c) use commercially reasonable efforts to preserve its existing business organization and the relationships it currently maintains with its employees, customers, and suppliers.
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SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING. Seller agrees that between the date of this Agreement and the Closing, Seller will not assign, sell, lease, or otherwise transfer or dispose of any of the Assets, except in the normal and ordinary course of business and in connection with its normal operation.
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Related to SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • 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.

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

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