Action Prior to Closing Sample Clauses
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific and WWN will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific nor WWN will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Action Prior to Closing. Upon the execution hereof until the Closing date,
(a) Graduated Plastics and Millennium will (i) perform all of their obligations under material contracts, leases, insurance policies and/or documents relating to their assets and business; (ii) use their best efforts to maintain and preserve their business organization intact, to retain their key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on them by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Graduated Plastics nor Millennium will (i) make any change in their Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 and Section 5 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Action Prior to Closing. Upon the execution hereof until the Closing, and the completion of the consolidated audited financials:
(a) CALI and POCO will (i) perform all of their obligations under material contracts, leases, insurance policies and/or document relating to their assets and business; (ii) use their best efforts to maintain and preserve their business organization intact, to retain their key employees, and to maintain their relationship with existing potential customers and clients; and, (iii) fully comply with and perform in all material respects ail duties and obligations imposed on them by all federal and state laws and all rules, regulations1 and orders imposed by all federal or state governmental authorities.
(b) Other than as set forth in Section 3.4(c) hereof, neither CALI nor POCO will (i) make any change in its Articles of Incorporation or Bylaws; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the respective parties' Schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services.
(c) POCO shall have approved the distribution of its ownership interest in New Politics to the shareholders of POCO.
Action Prior to Closing. From and after the date of this Agreement until the Closing Date and except as set forth in the Columbus Schedules or as permitted or contemplated by this Agreement, TDI and Columbus, respectively, will each:
(a) Carry on its business in substantially the same manner as it has heretofore;
(b) Maintain and keep its assets in as good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(c) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(d) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affection its assets, properties, and business;
(e) Use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers;
(f) Fully comply with and perform in all material respects all obligations and duties imposed upon it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.
Action Prior to Closing. Upon the execution hereof until the Closing date,
(a) LC Illinois and LC Nevada will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither LC Illinois nor LC Nevada will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Section 6 Conditions Precedent to Obligations of LC Illinois and the Shareholders All obligations of LC Illinois and the Shareholders under this Plan are subject to the satisfaction, on or before the Closing date, except as otherwise provided for herein, or waived or extended in writing by the parties hereto, of the following conditions:
Action Prior to Closing. Upon the execution hereof until the Closing date,
(a) EduLink and URREA will (i) perform all of their obligations under material contracxx, xeases, insurance policies and/or documents relating to their assets and business; (ii) use their best efforts to maintain and preserve their business organization intact, to retain their key employees, and to maintain its relationship with existing potential customers and client; and (iii) fully comply with the perform in all material respects all duties and obligations imposed on them by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
Action Prior to Closing. From and after the date of this Agreement until the Closing, and except as set forth in the Disclosure Schedules or as permitted or contemplated by this Agreement, unless the Buyer otherwise consents in advance in writing (which consent shall not be unreasonably withheld, conditioned, or delayed), the Seller will, and the Seller will cause each Subsidiary to do, all of the following:
(a) To carry on its business in substantially the same manner as it has heretofore;
(b) To maintain and keep its assets in as good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(c) To maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it to the extent available at reasonable cost;
(d) To perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(e) To maintain and preserve its business organization intact and maintain and preserve the goodwill of the suppliers, distributors, contractors, subcontractors, licensors, strategic partners, customers, employees (full-time, part-time, and temporary), consultants, and others having a business relationship with Sento EU; and
(f) To fully comply with and perform in all material respects all obligations and duties imposed upon it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.
Action Prior to Closing. From the date of this Agreement until the Closing Date, the Sellers will use their commercially reasonably efforts to cause the Company to (a) conduct its operations only in the ordinary course, in substantially the manner as heretofore conducted and in accordance with all applicable material laws, rules, regulations, orders, approvals, authorizations, exemptions, classifications and registrations applicable to the Company or relating to its operations, (b) maintain its property in substantially the same condition and repair as of the date hereof, except for reasonable wear and tear, (c) perform in all material respects all of the respective obligations under all contracts listed in SCHEDULE 3.16, and not amend, alter or modify any material provision of any such contract or enter into any new contract or transaction involving consideration in excess of $25,000 or dispose of any asset having a value in excess of $25,000 without the prior written consent of the Buyer, (d) use its commercially reasonably efforts to maintain the existing relationships of the Company with its suppliers and customers, (e) use its commercially reasonable efforts to keep available the services of its present officers and employees, (f) promptly deliver to the Buyer interim financial statements as regularly prepared for its internal use, which financial statements shall be in accordance with the last sentence of Section 3.5, (g) not pay any dividends or distributions on its capital stock, or issue or redeem any shares of capital stock or any options, warrants or other rights to purchase or acquire capital stock, (h) confer on a regular and frequent basis with representatives of the Buyer to report material operational matters and the general status of ongoing operations, and (i) not, without the prior written consent of the Buyer, take any action or engage in any transaction not expressly permitted by this Section 5.1 or otherwise contemplated by this Agreement which would cause any of the representations made by the Sellers herein to be untrue in any material respect as of the Closing Date or a material breach of the terms and conditions of this Agreement.
Action Prior to Closing. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing:
Action Prior to Closing. From and after the date of this Agreement until the Closing Date, GP will:
(a) carry on its business in substantially the same manner as it has heretofore;
(b) maintain and keep its properties in as good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(c) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(d) perform in all material respects all of its obligations under material contracts, leases and documents relating to or affecting its assets, properties and business;
(e) use its best efforts to maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material customers; and
(f) fully comply with and perform in a material respects all obligations and duties imposed upon it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities.