Company's Conduct of Business and Operations. The Stockholders shall keep GRS advised as to all material operations and proposed material operations relating to the Company or the Company Assets. Except for distributions permitted pursuant to Sections 1.05 and 3.02, the Company shall (a) conduct its business in the ordinary course, (b) use its best efforts to keep available to the Company the services of present employees, (c) maintain and operate Company Assets in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use reasonable efforts to keep all Company Contracts listed or required to be listed on Schedule 3.12 in full force and effect, (f) comply with all of the covenants contained in all such Company Contracts, (g) maintain in force until the Closing Date insurance policies (subject to the provisions of Section 6.06) equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements. Except as otherwise contemplated in this Agreement, the Stockholders shall use their best efforts to preserve the present relationships of the Company with persons having significant business relations therewith.
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc)
Company's Conduct of Business and Operations. The Stockholders Company shall keep GRS the Buyer advised as to all material operations and proposed material operations relating to the Company Company, the Subsidiary or the Company Assets. Except for distributions permitted pursuant to Sections 1.05 The Company and 3.02, the Company Subsidiary shall (a) conduct its their respective business in the ordinary course, (b) use its best their reasonable efforts to keep available to the Company or the Subsidiary, as the case may be, the services of present employees, (c) maintain and operate Company Assets in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use reasonable efforts to keep all Company Contracts listed or required to be listed on Schedule 3.12 3.13 in full force and effect, (f) comply with all of the covenants contained in all such Company material Contracts, (g) maintain in force until the Closing Date insurance policies (subject to the provisions of Section 6.066.07) equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements. Except as otherwise contemplated in this Agreement, the Stockholders Company and the Subsidiary shall use their best efforts to preserve the present relationships of the Company and the Subsidiary with persons having significant business relations therewith.
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (Neff Corp)
Company's Conduct of Business and Operations. The Stockholders Shareholder shall keep GRS advised as to all material operations and proposed material operations relating to the each Company or the Company Assets. Except for distributions permitted pursuant to Sections 1.05 1.04 and 3.02, the each Company shall (a) conduct its business in the ordinary course, (b) use its best efforts to keep available to the such Company the services of present employees, (c) maintain and operate Company Assets in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use reasonable efforts to keep all Company Contracts listed or required to be listed on Schedule 3.12 in full force and effect, (f) comply with all of the covenants contained in all such Company Contracts, (g) maintain in force until the Closing Date insurance policies (subject to the provisions of Section 6.06) equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements. Except as otherwise contemplated in this Agreement, the Stockholders Shareholder shall use their its best efforts to preserve the present relationships of the each Company with persons having significant business relations therewith.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Roofing Services Inc)
Company's Conduct of Business and Operations. The Stockholders shall keep GRS advised as to all material operations and proposed material operations relating to the Company or the Company Assets. Except for distributions permitted pursuant to Sections 1.05 and 3.02, or the purchase of assets from a related company, the Company shall (a) conduct its business in the ordinary course, (b) use its best efforts to keep available to the Company the services of present employees, (c) maintain and operate Company Assets in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use reasonable efforts to keep all Company Contracts listed or required to be listed on Schedule 3.12 in full force and effect, (f) comply with all of the covenants contained in all such Company Contracts, (g) maintain in force until the Closing Date insurance policies (subject to the provisions of Section 6.06) equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements. Except as otherwise contemplated in this Agreement, the Stockholders shall use their best efforts to preserve the present relationships of the Company with persons having significant business relations therewith.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Roofing Services Inc)
Company's Conduct of Business and Operations. The Stockholders shall keep GRS advised as to all material operations and proposed material operations relating to the Company or the Company Assets. Except for distributions permitted pursuant to Sections 1.05 and 3.02, the Company and each Subsidiary shall (a) conduct its business in the ordinary course, (b) use its best efforts to keep available to the Company the services of present employees, (c) maintain and operate Company Assets in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use reasonable efforts to keep all Company Contracts listed or required to be listed on Schedule 3.12 in full force and effect, (f) comply with all of the covenants contained in all such Company Contracts, (g) maintain in force until the Closing Date insurance policies (subject to the provisions of Section 6.06) equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements. Except as otherwise contemplated in this Agreement, the Stockholders shall use their best efforts to preserve the present relationships of the Company and each Subsidiary with persons having significant business relations therewith.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Roofing Services Inc)