Common use of Conduct of Business Prior to the Closing Clause in Contracts

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller (which consent shall not be unreasonably withheld or delayed), Buyer shall continue to operate its business in the Ordinary Course of Business; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Cerecor Inc.), Voting Agreement (Aytu Bioscience, Inc)

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Conduct of Business Prior to the Closing. (a) From the date hereof Prior to and until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller Buyer (which consent shall not be unreasonably withheld or delayed), Buyer Seller shall continue to operate its business (a) conduct the Business in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; provided(b) maintain its equipment, howeverproperties and other assets in good working condition (normal wear and tear excepted); and (c) use best efforts to maintain and preserve intact the Business and employees, that it is understood that Buyer maycustomers, without consent of Seller, pursue the execution assets and consummation of the transactions contemplated by the Innovus Merger Agreementoperations as an ongoing concern in accordance with past practice.

Appears in 2 contracts

Samples: Asset Purchase Agreement (MamaMancini's Holdings, Inc.), Asset Purchase Agreement (MamaMancini's Holdings, Inc.)

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller Buyer (which consent shall not be unreasonably withheld or delayed), Buyer Sellers shall continue to operate its (a) conduct the business of the Company in the Ordinary Course ordinary course of Businessbusiness; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement(b) use commercially reasonable efforts to maintain and preserve intact its current Company organization and operations.

Appears in 1 contract

Samples: Consulting Agreement (Inspired Builders, Inc.)

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Buyer Sellers shall continue (a) conduct any business related to operate its business their respective Purchased Assets in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; providedand (b) use commercially reasonable best efforts to maintain and preserve intact their respective Purchased Assets, howeverincluding but not limited to not selling, that it is understood that Buyer mayleasing, without consent exclusively licensing, encumbering or otherwise disposing of Seller, pursue the execution and consummation any of the transactions contemplated by the Innovus Merger Agreementtheir Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Garnero Group Acquisition Co)

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller Buyer (which consent shall not be unreasonably withheld or delayed), Buyer Sellers shall continue to operate its business (x) conduct the Business in the Ordinary Course ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Csa Holdings Inc.)

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller Buyers (which consent shall not be unreasonably withheld or delayed), Buyer Seller shall continue to operate its business (x) maintain the Asset in the Ordinary Course ordinary course of Business; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement.business consistent with past practice;

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Technologies LTD)

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller Buyer (which consent shall not be unreasonably withheld or delayed), Buyer Seller shall continue to operate its business (x) conduct the Business in the Ordinary Course ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement.. EXECUTION COPY

Appears in 1 contract

Samples: Asset Purchase Agreement (Ecoark Holdings, Inc.)

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller Buyer (which consent shall not be unreasonably withheld or delayed), Buyer Seller shall continue to operate its business (a) conduct the Business in the Ordinary Course ordinary course of business, and (b) use commercially reasonable efforts to maintain and preserve its current Business organization and operations and to preserve the rights, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having relationships with the Business; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Furmanite Corp)

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Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller Buyer (which consent shall will not be unreasonably withheld or delayed), Buyer shall continue to operate its business Seller will (a) conduct the Business in the Ordinary Course ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve its existing business relationships with customers, suppliers, subcontractors and others having relationships with the Business; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as required by Law, as otherwise provided in this Agreement Agreement, or as consented to in writing by Seller Buyer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), Buyer Seller shall continue (x) use its commercially reasonable efforts to operate its business conduct the Business in all material respects in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and Prudent Utility Practices; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement.and

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller Buyer (which consent shall not be unreasonably withheld or delayed), Buyer Seller shall continue to operate its business (a) conduct the Business in the Ordinary Course ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having relationships with the Business; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Supreme Industries Inc)

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller Buyer (which consent shall not be unreasonably withheld or delayedin its sole discretion), Buyer Seller shall continue to operate its business (a) conduct the Business in the Ordinary Course ordinary course of Business; provided, however, that it is understood that Buyer may, without consent of Seller, pursue business consistent with past practice and (b) use reasonable best efforts to maintain and preserve intact the execution and consummation of the transactions contemplated by the Innovus Merger AgreementSpecified Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Synalloy Corp)

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