Affirmative Covenants Pending Closing Sample Clauses
The "Affirmative Covenants Pending Closing" clause requires parties, typically the seller, to perform certain positive obligations during the period between signing a contract and the actual closing of a transaction. These obligations may include maintaining the business in its ordinary course, preserving assets, or continuing to comply with laws and regulations until the deal is finalized. By setting out these requirements, the clause ensures that the value and condition of the subject matter remain stable and predictable, protecting the interests of the buyer and reducing the risk of adverse changes before closing.
Affirmative Covenants Pending Closing. The Company shall:
Affirmative Covenants Pending Closing. Company shall:
Affirmative Covenants Pending Closing. The Seller will:
Affirmative Covenants Pending Closing. Company shall and shall cause the Company Subsidiaries to:
Affirmative Covenants Pending Closing. Except as may be consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall and shall cause the Company Subsidiaries to:
Affirmative Covenants Pending Closing. During the period from the date of this Agreement to the Closing Date, Seller shall:
Affirmative Covenants Pending Closing. Between the date of this Agreement and the Closing Date, the Seller shall and shall cause the Company to:
Affirmative Covenants Pending Closing. The Sellers and the Company shall:
Affirmative Covenants Pending Closing. The Company shall:
(i) Preserve the Business; Maintain Properties, Contracts. Use reasonable commercial efforts to preserve the business of the Company and the Company Subsidiaries, and perform and comply in all material respects with the terms of the Material Contracts;
(ii) Operate in the Ordinary Course of Business. Operate each of the Company's and the Company Subsidiaries' business solely in the ordinary course consistent with past practices;
(iii) Protect Intellectual Property Rights. Use reasonable commercial efforts to preserve and protect the Company Intellectual Property;
Affirmative Covenants Pending Closing. The Company will, and will cause each Subsidiary to:
(i) use commercially reasonable efforts to preserve intact its business organization and keep available the services of present Employees, in each case in accordance with past practice, it being understood that termination of Employees for poor performance shall not constitute a violation of this covenant;
(ii) comply in all material respects with all Laws applicable to it or to the conduct of its business and perform and comply in all material respects with all Disclosable Contracts;
(iii) duly and timely file all Tax Returns or reports required to be filed with any Tax Authority or other Governmental Entity and promptly pay all Taxes, assessments and governmental charges levied or assessed upon them or any of their properties (unless contesting the same in good faith and adequate provision has been made therefor);
(iv) keep in effect casualty, public liability, worker's compensation and other insurance policies in coverage amounts not less than those in effect at the Agreement Date;
(v) in the ordinary course consistent with past practice, use commercially reasonable efforts to preserve, advertise, promote and market its business, keep its properties intact, maintain good commercial working relationships with its Key Customers, preserve its goodwill, preserve and protect its Proprietary Rights, and maintain all physical properties in good operating condition; and
(vi) operate its business solely in the ordinary course.