Agreements of Purchaser and Seller. 5.1 Operation of the Business. Purchaser hereby acknowledges that Seller does not have the right, directly or indirectly, to control or direct the operations of the Company or its Subsidiaries prior to the Merger Effective Time, subject to the Company’s obligation to obtain Seller’s written consent (not to be unreasonably withheld, conditioned or delayed) prior to taking certain actions as expressly set forth in Section 6.01(a) through Section 6.01(s) of the Merger Agreement (such actions, the “Restricted Actions”). From the date of this Agreement until the earlier of the Merger Effective Time or the termination of this Agreement in accordance with Section 7.1 hereof, Seller shall use commercially reasonable efforts to enforce its rights with respect to the Restricted Actions and, in the event that the Company requests Seller’s consent to the taking of any Restricted Action that is primarily related to the Business, Seller shall provide prompt notice of such request to Purchaser and Seller shall not provide the Company with Seller’s consent to the taking of such Restricted Action (to the extent primarily relating to the Business) unless Seller has received Purchaser’s written consent (not to be unreasonably withheld, conditioned or delayed) to the taking of such Restricted Action or Seller’s failure to provide the Company with such consent would be deemed to be an unreasonable withholding, conditioning or delaying of such consent pursuant to the Merger Agreement. From the Merger Effective Time until the earlier of the Closing Date or the termination of this Agreement in accordance with Section 7.1 hereof, except as expressly contemplated by this Agreement, Seller shall, in each case, to the extent relating to the Business, cause the Company and its Subsidiaries, to conduct the Business in the ordinary course of business and use commercially reasonable efforts, to maintain and preserve intact the Business and to maintain the ordinary and customary relationships of the Business with its suppliers, lessors, licensees, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business and the Purchased Assets (it being understood that nothing in this Section 5.1 shall in any way limit Seller’s or its Subsidiaries’ operation of the Retained Business). Without limiting the generality of the foregoing, subject to (a) applicable Law, except as expressly contemplated by this Agreement, (b) as...
Agreements of Purchaser and Seller. SECTION 8.1 Xxxx-Xxxxx-Xxxxxx Cooperation.
Agreements of Purchaser and Seller. 28 6.1. Operation of the Business.................................. 28 6.2. Investigation of Business; Confidentiality................. 30 6.3. Commercially Reasonable Efforts; No Inconsistent Action.... 32 6.4.
Agreements of Purchaser and Seller. 6.1 Operation of the Water Business ------------------------------------ Except as otherwise contemplated by this Agreement or as disclosed in Schedule 6.1, Seller covenants that, in respect of the Water Business, until the Closing and, with respect to the Hydro Assets, until the date of transfer thereof, it shall use commercially reasonable efforts to operate and maintain the Purchased Assets according to the ordinary and usual course of business consistent with past practice, including, without limitation, continuing its efforts to complete the TROA, the most recent draft of which is contained in Schedule 7.1. Seller shall not, without the prior written approval of Purchaser ------------ (which approval shall not be unreasonably withheld) or as otherwise contemplated by this Agreement and the Schedules hereto, take any of the following actions with regard to the Purchased Assets or the Water Business:
Agreements of Purchaser and Seller. SECTION 8.1 XXXX-XXXXX-XXXXXX COOPERATION. To the extent applicable, the Purchaser and the Sellers shall cooperate with each other (at the sole cost and expense of each party hereto) to comply with, and provide the information required by, the pre-merger notification and waiting period rules of the HSR Act, if necessary, in any Federal Trade Commission regulations, and in any provisions or regulations of or relating to the Xxxxxxx Act. In that connection, the Purchaser and the Sellers shall use diligent efforts to make their joint pre-merger notification filing with the Federal Trade Commission, if necessary, no later than three (3) days following the date (if any) that the Purchaser (as is required under the HSR Act) reasonably determines that such a filing is required. The Purchaser shall bear the Sellers' cost of any filing fee in connection with such filing.
Agreements of Purchaser and Seller. SECTION 8.1 Xxxx-Xxxxx-Xxxxxx Cooperation SECTION 8.2 Employees
Agreements of Purchaser and Seller
