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

Conduct of Business Prior to the Closing. (a) The Seller covenants and agrees that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, none of the Pershing Companies shall conduct its business other than in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Seller shall cause each of the Pershing Companies to (i) use its reasonable efforts to (A) preserve intact its business organization and (B) preserve its current relationships with its customers and other persons with which it has significant business relationships; (ii) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any leases or subleases that by their terms would otherwise expire; (iii) not shorten or lengthen the customary payment cycles for any of its payables or receivables, except as required pursuant to Section 5.13; and (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; provided, however, that prior to the Closing, subject to the provisions of Section 2.06, the Seller may, in its sole discretion and without the consent of the Purchaser, cause to be distributed to Seller any cash from the accounts of the Pershing Companies as it deems desirable.

Conduct of Business Prior to the Closing. (a) The Seller covenants and agrees that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, none of the Pershing Companies shall conduct its business other than in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Seller shall cause each of the Pershing Companies to (i) use its reasonable efforts to (A) preserve intact its business organization and (B) preserve its current relationships with its customers and other persons with which it has significant business relationships; (ii) exercise, but only after notice to the Purchaser and receipt of the Purchaser's ’s prior written approval, any rights of renewal pursuant to the terms of any leases or subleases that by their terms would otherwise expire; (iii) not shorten or lengthen the customary payment cycles for any of its payables or receivables, except as required pursuant to Section 5.13; and (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; provided, however, that prior to the Closing, subject to the provisions of Section 2.06, the Seller may, in its sole discretion and without the consent of the Purchaser, cause to be distributed to Seller any cash from the accounts of the Pershing Companies as it deems desirable.

Conduct of Business Prior to the Closing. (a) The Seller covenants Sellers covenant and agrees agree that, except as described in Section 5.01(a6.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, none of the Pershing Companies Sellers shall cause the Company not to conduct its business other than in the ordinary course and consistent with past the Company's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a6.01(a) of the Disclosure Schedule, the Seller Sellers shall cause each of the Pershing Companies Company to (i) continue its pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organization organization, (B) keep available to the Purchaser the services of the employees of the Company, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company and the Business and (BD) preserve its current relationships with its customers customers, suppliers and other persons with which it has significant business relationships; (iiiv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases that set forth in Section 3.18(b) of the Disclosure Schedule which by their terms would otherwise expire; (iii) not shorten or lengthen the customary payment cycles for any of its payables or receivables, except as required pursuant to Section 5.13; and (ivv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of any of the Seller Sellers to be untrue or result in a breach of any covenant made by the Seller Sellers in this Agreement; provided, however, that prior to the Closing, subject to the provisions of Section 2.06, the Seller may, in its sole discretion and without the consent of the Purchaser, cause to be distributed to Seller any cash from the accounts of the Pershing Companies as it deems desirable.

Conduct of Business Prior to the Closing. (a) The Seller Company covenants and agrees that, except as described in Section 5.01(a) 7.01 of the Disclosure Schedule, between the date hereof and the time of the Closing, none of the Pershing Companies Company shall conduct its business other than only in the ordinary course and consistent with past the Company’s prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) 7.01 of the Disclosure Schedule, the Seller Company shall cause each of the Pershing Companies use its reasonable best efforts to (i) use its reasonable efforts to (A) preserve intact its business organization organization, (ii) keep available to the Purchaser the services of the employees of the Company, (iii) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company and the Business, (Biv) preserve its current relationships with its customers customers, suppliers and other persons with which it has had significant business relationships; , (iiv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's ’s prior written approval, any rights of renewal pursuant to the terms of any leases or subleases that of the Material Contracts which by their terms would otherwise expire; (iii) not shorten or lengthen , other than any such renewals in the customary payment cycles for any ordinary course of its payables or receivables, except as required pursuant to Section 5.13business consistent with past practice; and (ivvi) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller Company (including, for the avoidance of doubt, Section 3.12) to be untrue or result in a breach of any covenant made by the Seller Company in this Agreement; provided. Notwithstanding the foregoing, however, that prior the Company may distribute any of its cash to the Closing, subject to holders of Units at any time so long as the provisions Closing Date Net Working Capital is not reduced below $-0- by virtue of Section 2.06, the Seller may, in its sole discretion and without the consent of the Purchaser, cause to be distributed to Seller any cash from the accounts of the Pershing Companies as it deems desirablesuch distribution.

Conduct of Business Prior to the Closing. (a) The Seller covenants and agrees that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, none of the Pershing Companies Company shall not conduct its business other than in the ordinary course and consistent with past practiceOrdinary Course of Business. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Seller shall cause each of the Pershing Companies Company to (i) use its reasonable best efforts to (A) preserve intact its business organization organization, (B) keep available to the Purchaser the services of its employees, and (BC) preserve its current relationships with its customers and other persons with which it has significant business relationships; (ii) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any leases or subleases that by their terms would otherwise expire; (iii) not shorten or lengthen the customary payment cycles for any of its payables or receivables, except as required pursuant to Section 5.135.14; and (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; providedPROVIDED, howeverHOWEVER, that prior to the Closing, subject to the provisions of Section 2.06, the Seller may, in its sole discretion and without the consent of the Purchaser, cause to be distributed to Seller any cash from the accounts of the Pershing Companies Company as it deems desirable.

Conduct of Business Prior to the Closing. (a) The Seller covenants and agrees that, except as described in Section 5.01(a) of the Seller's Disclosure Schedule, between the date hereof and the time of the Closing, none of the Pershing Companies Company shall conduct its business other than in the ordinary course and consistent with past the Company's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Seller's Disclosure Schedule, as requested by the Seller Purchaser, or as required to accommodate changes in the Purchaser's business practices, the Company shall cause each of the Pershing Companies to (i) continue its advertising and promotional activities, and pricing and purchasing policies, including capital purchasing, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its all reasonable efforts to (A) preserve intact its business organization organization,(B) cause the employees of the Seller which on the date of this Agreement are seconded to the Company to be employees of the Company as of the Closing Date or such other date to be agreed upon among the Seller, the Purchaser and the Company and (BC) preserve its current relationships with its customers customers, suppliers and other persons with which it has significant business relationships; (iiiv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the material leases or subleases that which by their terms would otherwise expire; (iii) not shorten or lengthen the customary payment cycles for any of its payables or receivables, except as required pursuant to Section 5.13; : and (ivv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; provided, however, that prior to the Closing, subject to the provisions of Section 2.06, the Seller may, in its sole discretion and without the consent of the Purchaser, cause to be distributed to Seller any cash from the accounts of the Pershing Companies as it deems desirable.. 36 29