Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. Except as required by the terms of this Agreement or as approved by the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing Period, the Company will and Sellers will cause the Company to: (a) conduct its business only in the Ordinary Course of Business; (b) use commercially reasonable efforts to maintain and preserve its business organization, keep available the services of its current officers, employees, managers, contractors, agents and advisors, and preserve its business relationships, rights and goodwill with customers, strategic partners, suppliers, vendors, distributors, landlords, and creditors; (c) to the extent reasonably requested by Merger Sub, make its executives, managers and employees available in accordance with Section 8.5 of this Agreement;

Appears in 2 contracts

Samples: Merger Agreement (Trulieve Cannabis Corp.), Merger Agreement (Trulieve Cannabis Corp.)

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Affirmative Obligations of the Company. Except as required by the terms of this Agreement or as approved by the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)Purchaser in its sole discretion, at all times during the Pre-Closing Period, the Company will and Sellers will cause the Company to: shall (a) conduct its business only in the Ordinary Course ordinary course of Business; business consistent with past practice, subject to de minimis changes in sales and marketing practices necessary to satisfy regulatory requirements or increase customer demand, (b) use its commercially reasonable efforts to maintain and preserve its business organization, keep available the services of its current officers, employees, managers, service providers, and contractors, agents and advisors, and preserve its business relationships, rights and goodwill relationships with customers, strategic partners, suppliers, vendors, distributors, landlords, creditors and creditors; others having business dealings with it, and (c) to the extent reasonably requested by Merger SubPurchaser, make its executives, officers, managers and employees available in accordance with Section 8.5 6.5 of this Agreement;.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Trulieve Cannabis Corp.), Membership Interest Purchase Agreement (Trulieve Cannabis Corp.)

Affirmative Obligations of the Company. Except as required by the terms of this Agreement or as approved by the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)Purchaser in its sole discretion, at all times time during the Pre-Closing Period, the Company will and Sellers will cause the Company to: (ai) conduct its business only in the Ordinary Course ordinary course of Business; business consistent with past practice, (bii) use its commercially reasonable efforts to maintain and preserve its business organization, keep available the services of its current officers, employees, managers, contractors, agents and advisors, and preserve its business relationships, rights and goodwill relationships with customers, strategic partners, suppliers, vendors, distributors, landlords, creditors and creditors; others having business dealings with it, and (ciii) to the extent reasonably requested by Merger SubPurchaser, use commercially reasonable efforts to make its executives, managers and employees available in accordance with Section 8.5 6.7 of this Agreement;.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement

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Affirmative Obligations of the Company. Except as required by the terms of this Agreement or as approved by the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)Purchaser in its sole discretion, at all times during the Pre-Closing Period, the Company will and Sellers will cause the Company to: (ai) conduct its business only in the Ordinary Course ordinary course of Business; business consistent with past practice, (bii) use its commercially reasonable efforts to maintain and preserve its business organization, keep available the services of its current officers, employees, managersdirectors, contractors, agents and advisors, and preserve its business relationships, rights and goodwill relationships with customers, strategic partners, suppliers, vendors, distributors, landlords, creditors and creditors; others having business dealings with it, and (ciii) to the extent reasonably requested by Merger SubPurchaser, make its executives, managers and employees available in accordance with Section 8.5 6.6 of this Agreement;.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement

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