Activities of the Company Prior to Closing Sample Clauses

Activities of the Company Prior to Closing. Except (a) as permitted by the terms of this Agreement, (b) as required by the terms of the Republic/Allied Consent Decree, and (c) for actions taken by the Company to divest itself of the Excluded Assets, between the date of this Agreement and the earlier of the Closing or the termination of this Agreement, the Company shall own and/or operate the Landfill and the Business in the ordinary and usual course of business consistent with past practice, provided, however, that the Company shall have no obligation to purchase any vehicles, purchase any yellow iron or (except as provided in Schedule 5.1) engage in any long-term landfill cell development or otherwise incur any material capital expenditures with respect to the Landfill or the Business pursuant to this Section 5.1 or otherwise. Without limiting the generality of the foregoing, the Seller Parties agree that, between the date of this Agreement and the earlier of the Closing or the termination of this Agreement, except as provided by the terms of this Agreement, they shall (a) cause the Company to own and operate the Landfill and the Business in compliance with the Republic/Allied Consent Decree, (b) use commercially reasonable efforts to preserve intact and keep available the services of the Company Employees listed on Schedule 6.13(a) (but shall be free to terminate or transfer the employment relationships with Company Employees who are not listed on Schedule 6.13(a)), and (c) use commercially reasonable efforts to maintain relationships in the ordinary course of business with suppliers, customers, consultants, independent contractors, government agencies, communities and others having business relations with the Company in the operation of the Landfill and the Business.
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Activities of the Company Prior to Closing. Between the date of this Agreement and the Closing Date, Seller will and Seller will cause the Company to:
Sample 1

Related to Activities of the Company Prior to Closing

  • 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.

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

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • 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.

  • 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.

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

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • 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:

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

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