Conduct of Business Prior to Closing Sample Clauses

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:
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Conduct of Business Prior to Closing. (a) The Sellers covenant and agree that, between the date hereof and the Closing Date, they shall cause the Acquired Companies to operate in the ordinary course of business, consistent with past practice, except as otherwise provided in this Agreement and except: (i) as otherwise contemplated by this Agreement; (ii) except as permitted by Section 4.1(b), that the Acquired Companies may not distribute cash and cash equivalents to one or more of the Sellers on or prior to the Closing Date; and (iii) that the rights (if any) of REITCO in and to, and the obligations under or arising from, (x) the tradename "Cobblestone" and (y) that certain license agreement by and among REITCO, as successor by merger to Cobblestone Holdings, Inc., MGG and Cobblestone, pursuant to which REITCO and MGG currently license certain rights in and to the tradename "Cobblestone" will be assigned by REITCO to MGG prior to the Closing and (iv) that the Sellers or their Affiliates (including the Acquired Companies) may transfer shares of capital stock of the Acquired Companies so long as (A) the Sellers transfer to the Buyer pursuant to Article I hereof, all of the issued and outstanding Acquired Shares, and (B) the Companies own all of the issued and outstanding capital stock of their Subsidiaries, except as disclosed on the Schedules hereto. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as required by this Agreement and except for transactions expressly approved in writing by Buyer, which approval shall not be unreasonably withheld, Sellers shall use commercially reasonable efforts to:
Conduct of Business Prior to Closing. Except for actions taken with the prior written consent of Purchaser, from the Effective Date until the Closing Date, Seller shall conduct its business in the ordinary course consistent in all material respects with past practice, and shall:
Conduct of Business Prior to Closing. From the date hereof to the ------------------------------------ Closing Date, and except to the extent that Purchaser shall otherwise consent in writing, Seller, with respect to the Business, shall:
Conduct of Business Prior to Closing. From the date hereof to the Closing Date, and except to the extent that Purchaser shall otherwise consent in writing, Seller shall:
Conduct of Business Prior to Closing. During the period from the date of this Agreement to the Closing Date, each Vendor shall do or cause the Corporation to do the following:
Conduct of Business Prior to Closing. (i) to conduct its business only in the ordinary and usual course and make no material change in any of its business practices and policies;
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Conduct of Business Prior to Closing. From the date hereof until the Applicable Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), the Company shall, (x) conduct the business of the Company and its subsidiaries 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 and/or its subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Company shall:
Conduct of Business Prior to Closing. Except as provided or permitted herein, as set forth in Schedule 4.1 or as consented to by Purchaser (which consent shall not be unreasonably withheld), during the period commencing on the Agreement Date and ending at the Closing or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the Company shall use commercially reasonable efforts to (a) act and carry on its business in the Ordinary Course, (b) maintain and preserve in all material respects the Company’s business organization, assets, properties (reasonable wear and tear excluded) and relationship with customers, suppliers, employees and others having business dealings with them, (c) perform and comply with the Material Contracts and comply with all applicable Laws, (d) maintain their respective books and records in the usual, regular and ordinary manner, on a basis consistent with past practice, (e) continue to collect accounts receivable and pay accounts payable in the Ordinary Course, and (f) preserve their goodwill and ongoing operations. Without limiting the generality of the foregoing, except as expressly provided or contemplated by this Agreement, as required by Law or as set forth in Schedule 4.1, during the Pre-Closing Period, the Company shall not directly or indirectly, do any of the following without the consent of Purchaser (which consent shall not be unreasonably withheld), in each case, other than in the Ordinary Course:
Conduct of Business Prior to Closing. During the period from the date of this Agreement to the Closing Time, the Vendors will have the following obligations and will cause the Company to do the following:
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