Common use of Buyer Operations Clause in Contracts

Buyer Operations. (a) During any Earnout Period, the Buyer shall operate the Business to maximize the Earnout Consideration, and not in limitation of the foregoing: (i) The Buyer shall (A) operate the Business in the ordinary course of business consistent with past practice of the Seller and this Agreement; (B) maintain separate books and records for the Business (with a right of inspection for the Seller); and (C) act in good faith and in a spirit of fair dealing. (ii) Neither the Buyer’s nor the Parent’s expenses relating to the transactions the subject of the Purchase Agreement shall be taken into account for purposes of measuring entitlement to or the amount of the Earnout Consideration. (iii) To the extent he remains employed by the Buyer, Xxxx X. Xxxxxxx shall be responsible for the day- to-day management and operation of the Business, and shall report to Xxxxxxx Xxxxx (or any successor to Xxxxxxx Xxxxx). (b) During any Earnout Period, the Buyer shall operate its Business to maximize the Earnout Consideration, and not in limitation of the foregoing, during any Earnout Period, the Buyer shall not, and shall cause the Subsidiary not to, whether in one transaction or in a series of transactions: (i) merge, dissolve, liquidate, reorganize, recapitalize, combine or consolidate with or into another Person; (ii) purchase or acquire any Person or any portion thereof (it being understood that the Buyer shall be permitted to hire employees in the ordinary course of business); (iii) purchase or acquire any assets of any Person, except in the ordinary course of business; (iv) sell, transfer or otherwise dispose of the Buyer’s assets (whether now owned or hereafter acquired) to or in favor of any Person, other than in the ordinary course of business in connection with a transaction pursuant to which solely the Buyer’s assets are being sold, transferred or otherwise disposed; (v) in the case of the Buyer, sell, transfer or otherwise dispose of any of the securities of the Subsidiary in connection with a transaction pursuant to which solely the Subsidiary’s securities are being sold, transferred or otherwise disposed; or (vi) permit the Parent to sell, transfer or otherwise dispose of any of the securities of the Buyer in connection with a transaction pursuant to which solely the Buyer’s securities are being sold, transferred or otherwise disposed. The foregoing restrictions notwithstanding, nothing in this Agreement shall prohibit or restrict the Parent from (x) taking any of the actions set forth in Sections 5(b)(i)-(vi) with respect to the Buyer or the Subsidiary in connection with or as a result of the sale or transfer of all or substantially all of the Parent’s assets and securities, or the merger or consolidation of the Parent, or (y) taking any action with respect to the Buyer or the Subsidiary that is required by applicable law or as a result of the Parent’s public company status.

Buyer Operations. (a) During any Earnout Period, the Buyer shall operate the Business to maximize the Earnout Consideration, and not in limitation of the foregoing: (i) The Buyer shall (A) operate the Business in the ordinary course of business consistent with past practice of the Seller and this Agreement; (B) maintain separate books and records for the Business (with a right of inspection for the Seller); and (C) act in good faith and in a spirit of fair dealing. (ii) Neither the Buyer’s nor the Parent’s expenses relating to the transactions the subject of the Purchase Agreement shall be taken into account for purposes of measuring entitlement to or the amount of the Earnout Consideration. (iii) To the extent he remains employed by the Buyer, Xxxx X. Xxxxxxx shall be responsible for the day- to-day management and operation of the Business, and shall report to Xxxxxxx Xxxxx (or any successor to Xxxxxxx Xxxxx). (b) During any Earnout Period, the Buyer shall operate its Business to maximize the Earnout Consideration, and not in limitation of the foregoing, during any Earnout Period, the Buyer shall not, and shall cause the Subsidiary not to, whether in one transaction or in a series of transactions: (ia) merge, dissolve, liquidate, reorganize, recapitalize, combine or consolidate with or into another Person; (iib) purchase or acquire any Person or any portion thereof (it being understood that the Buyer shall be permitted to hire employees in the ordinary course of business); (iiic) purchase or acquire any assets of any Person, except in the ordinary course of business; (ivd) sell, transfer or otherwise dispose of the Buyer’s assets (whether now owned or hereafter acquired) to or in favor of any Person, other than (i) in the ordinary course of business or (ii) in connection with a transaction pursuant to which solely all or substantially all of the Buyer’s assets are being sold, transferred or otherwise disposeddisposed of in combination with the sale of all or substantially all of the assets of one or more other subsidiaries of the Parent; (v) in the case of the Buyer, sell, transfer or otherwise dispose of any of the securities of the Subsidiary in connection with a transaction pursuant to which solely the Subsidiary’s securities are being sold, transferred or otherwise disposed; or (vie) permit the Parent to sell, transfer or otherwise dispose of any of the securities of the Buyer in connection with a transaction pursuant to which solely the Buyer’s securities are being sold, transferred or otherwise disposed; or (f) terminate the employment of a Stockholder without Cause. The foregoing restrictions notwithstanding, nothing in this Agreement shall prohibit or restrict the Parent from (xi) taking any of the actions set forth in Sections 5(b)(i)-(vi5(a)-(e) with respect to the Buyer or the Subsidiary in connection with or as a result of the sale or transfer of all or substantially all of the Parent’s assets and securities, or the merger or consolidation of the Parent, or (yii) taking any action with respect to the Buyer or the Subsidiary that is required by applicable law or as a result of the Parent’s public company status. The Buyer hereby confirms and represents that, at the time of the closing of the transactions contemplated by the Purchase Agreement, it did not own, control or operate any other business and that its sole business during the Earnout Period will be the Business. Notwithstanding anything to the contrary herein, in the event of any transaction contemplated by clauses (i) or (ii) of this paragraph, the Buyer or any successor thereto shall continue to be responsible for the obligations under this Agreement.

Buyer Operations. (a) During any Earnout Period, the Buyer shall operate the Business to maximize the Earnout Consideration, and not in limitation of the foregoing: (i) The Buyer shall (A) operate the Business in the ordinary course of business consistent with past practice of the Seller and this Agreement; (B) maintain separate books and records for the Business (with a right of inspection for the Seller); and (C) act in good faith and in a spirit of fair dealing. (ii) Neither the Buyer’s nor the Parent’s expenses relating to the transactions the subject of the Purchase Agreement shall be taken into account for purposes of measuring entitlement to or the amount of the Earnout Consideration. (iii) To the extent he remains employed by the Buyer, Xxxx X. Xxxxxxx shall be responsible for the day- to-day management and operation of the Business, and shall report to Xxxxxxx Xxxxx (or any successor to Xxxxxxx Xxxxx). (b) During any Earnout Period, the Buyer shall operate its Business business to maximize the Earnout Consideration, and not in limitation of the foregoing, during any Earnout Period, the Buyer shall not, and shall cause the Subsidiary not to, whether in one transaction or in a series of transactions: (ia) merge, dissolve, liquidate, reorganize, recapitalize, combine or consolidate with or into another Person; (iib) purchase or acquire any Person or any portion thereof (it being understood that the Buyer shall be permitted to hire employees in the ordinary course of business); (iiic) purchase or acquire any assets of any Person, except in the ordinary course of business; (ivd) sell, transfer or otherwise dispose of the Buyer’s assets (whether now owned or hereafter acquired) to or in favor of any Person, other than in the ordinary course of business in connection with a transaction pursuant to which solely the Buyer’s assets are being sold, transferred or otherwise disposed; (v) in the case of the Buyer, sell, transfer or otherwise dispose of any of the securities of the Subsidiary in connection with a transaction pursuant to which solely the Subsidiary’s securities are being sold, transferred or otherwise disposed; or (vie) permit the Parent to sell, transfer or otherwise dispose of any of the securities of the Buyer in connection with a transaction pursuant to which solely the Buyer’s securities are being sold, transferred or otherwise disposed. ; or (f) terminate the employment of a Member without Cause The foregoing restrictions notwithstanding, nothing in this Agreement shall prohibit or restrict the Parent from (xi) taking any of the actions set forth in Sections 5(b)(i)-(vi5(a)-(e) with respect to the Buyer or the Subsidiary in connection with or as a result of the sale or transfer of all or substantially all of the Parent’s assets and securities, or the merger or consolidation of the Parent, or (yii) taking any action with respect to the Buyer or the Subsidiary that is required by applicable law or as a result of the Parent’s public company status.