Conduct of Business After Closing. (a) During the period from the Closing Date through the later of (i) the date that is ninety (90) days following the PA Termination Date or (ii) if either Buyer has made a Buyer Repurchase Election or Seller has made a Seller Repurchase Election, the Effective Date (as defined in the Post-Closing Membership Interests Assignment Agreement between the Parties entered into pursuant to Section 2.9 or Section 2.10, as applicable), except (A) as required by applicable Laws, (B) as otherwise contemplated by this Agreement, (C) for actions taken in response to a business emergency, or (D) as Seller otherwise consents in writing in advance (which consent may be withheld in Seller’s reasonable discretion), Buyer shall cause the Company not to: (1) incur any Indebtedness except as Buyer deems in good faith necessary or appropriate to continue development of the Rio Bravo Pipeline System, or (2) engage in any business unrelated to the development, construction or operation of the Rio Bravo Pipeline System.
(b) During the period from the Closing Date through the later of (i) the date that is ninety-five (95) days following the PA Termination Date or (ii) if either Buyer has made a Buyer Repurchase Election or Seller has made a Seller Repurchase Election, the Effective Date (as defined in the Post-Closing Membership Interests Assignment Agreement between the Parties entered into pursuant to Section 2.9 or Section 2.10, as applicable), the Company shall pay (and Buyer shall cause the Company to pay) all costs allocable to it under the Rio Bravo Ocelot Agreement, the Port of Brownsville Reimbursement Agreement and the Rio Bravo Wetlands Agreement.
(c) During the period from the Closing Date through the later of (i) the date that is ninety-five (95) days following the PA Termination Date or (ii) if either Buyer has made a Buyer Repurchase Election or Seller has made a Seller Repurchase Election, the Effective Date (as defined in the Post-Closing Membership Interests Assignment Agreement between the Parties entered into pursuant to Section 2.9 or Section 2.10, as applicable), Seller shall cause Rio Grande to pay all costs allocable to it under the Rio Grande Ocelot Agreement, the Port of Brownsville Reimbursement Agreement and the Rio Grande Wetlands Agreement.
(d) For the avoidance of doubt, nothing contained in this Section 6.14 is intended to give (i) Seller, directly or indirectly, the right to control or direct the Business or the operations of Buyer or the Company aft...
Conduct of Business After Closing. After the Closing, the Group Companies shall use best efforts to, and each of the Founders undertakes to use his/her best efforts to cause the Group Companies to conduct their business in compliance with all Applicable Law and strengthen their corporate governance, financial reporting processes, operations and internal controls. In the event of any change in Applicable Law, the Group Companies shall, and the Founders shall cause the Group Companies to, undertake all necessary action so as to ensure that the Principal Businesses may continue to be operated.
Conduct of Business After Closing. (a) During the period beginning on the Closing Date and ending on the date of the determination of the Final Post Closing Payment Amount, Purchaser shall:
(i) use reasonable best efforts to maintain the Information and Records relating to the Business in a manner consistent with good commercial practices and in a manner that will enable Purchaser to calculate the Expense Synergy Amount; and
(ii) allocate selling, general and administrative expenses to the Business in a manner consistent with the current allocations among Purchaser’s subsidiaries and business units.
(b) During the period beginning on the Closing Date and ending on the second anniversary of the Closing Date, Purchaser shall provide Parent, no later than 30 days after the last day of each fiscal quarter of the Business, a report of the earnings before long-term interest, taxes, depreciation and amortization derived from the Business during such fiscal quarter, and shall provide Parent with reasonable documentation relating to such report. In the event that Parent reasonably believes that any report provided pursuant to the immediately preceding sentence is materially deficient, Parent shall have the right, at any time after the first anniversary of the Closing Date, to review the Information and Records solely to enable Parent to assess such reports.
(c) During the period beginning on the second anniversary of the Closing Date and ending on the date of the determination of the Final Closing Payment Amount, and solely to enable Parent to review Purchaser’s calculation of the Post Closing Payment Amount, Purchaser shall allow Parent reasonable access to the Information and Records relating to the Business.
Conduct of Business After Closing. All other liabilities, --------------------------------- responsibilities and obligations directly arising out of, resulting from, or relating to the use, ownership and operation of the Purchased Assets by Buyer after the Closing, or the normal, good faith conduct of the Business by Buyer after the Closing.
Conduct of Business After Closing. The parties agree that through December 31, 2002, Seller will continue to provide all services required under the Contracts with Seller's PEO clients under the terms of said Contracts. Seller shall use the Asstes acquired by Buyer and the employees hired by Buyer to provide such services. On or before the tenth day of each month, Seller shall pay to Buyer the amount received from PEO clients for such services during the prior month less the amount paid out in rendering such services during the prior month. Should Seller not receives a sufficient amount to meet the obligations of rendering such services, Buyer will provide additional funds up to the amount required to render such services.
Conduct of Business After Closing. On and after the Effective Date and except as otherwise expressly consented to or approved by each of the Shareholders, the Surviving Corporation and Acquiror in writing, Acquiror and the Surviving Corporation will each carry on their respective businesses diligently and substantially in the same manner as heretofore conducted, and none shall incur any material liabilities, except in the ordinary course of business.
Conduct of Business After Closing. (a) During the period from the date of the Closing and continuing until the date that is six (6) months following the Closing, except to the extent that Selling Shareholders shall otherwise consent in writing or as specifically contemplated by this Agreement, the Purchaser shall not, directly or indirectly, exercise any of the veto rights of the Preferred Shares set forth in Section 7.2(a) of the Shareholders Agreement or in Section 6(a) of Schedule A to the Existing Articles.
(b) During the period from the date of the Closing and continuing until the date that is six (6) months following the Closing, except to the extent that the Purchaser shall otherwise consent in writing or as specifically contemplated by this Agreement, the Selling Shareholders shall not, in their capacity as shareholders of the Company or otherwise, and shall not cause or permit the Company to, directly or indirectly, authorize, do, or propose to do, any of the following without the prior written consent of the Purchaser:
(i) conduct financing activities and/or raise money through any methods, including issuing equity, instrument convertible or exercisable for equity, convertible debt and/or debt, through private placements, public offerings, bank or third-party financing, capital markets transaction or any other form
(ii) amend or alter the Shareholders Agreement in a way that is reasonably likely to dilute the Purchaser’s interest in the Company or otherwise impacts adversely the rights and benefits of the Purchaser as a shareholder under Shareholders Agreement
(iii) adopt or propose any change to, or vote in favor of any proposal submitted to shareholders of the Company providing for the adoption of any change to, the Company’s memorandum and articles of association, which change is reasonably likely to dilute the Purchaser’s interest in the Company or otherwise impacts adversely the rights and benefits of the Purchaser as a shareholder of the Company; or
(iv) take any action of any kind, including any of the matters listed in Section 6.7(b)(i), that would have the effect of diluting the Purchaser’s equity interest in the Company (with the exception of any shares issued pursuant to the Company’s share option plan or upon conversion of the Preferred Shares). If the Selling Shareholders violate any of the covenants set forth in this Section 6.7(b) and fail to cure any such default within five (5) Business Days following notice thereof, the Purchaser shall have the ability to exercis...
Conduct of Business After Closing. (a) Liabilities - As of the Closing Date, all of the Liabilities described on Exhibit B and Exhibit B-1 and as set forth on the Closing Statement shall become the accounts of Buyer of the same amount, terms, rate and maturity. All other Deposit Accounts of Seller shall remain accounts of Seller.
Conduct of Business After Closing. (a) As of the Closing Date, all of the Liabilities described on Exhibit B and as set forth on the Closing Statement shall become the accounts of Buyer of the same amount, terms, rate and maturity. All other Deposit Accounts of Seller shall remain accounts of Seller.
(b) After the execution of this Agreement, Seller will avoid causing customers of the Branch Offices to transfer all or part of their business or to otherwise solicit business from such customers.
(c) For a period of twelve (12) months after the Closing Date, Seller covenants and agrees not to directly target or solicit any persons within the market areas hereinafter set forth with respect to deposit and related products. The preceding sentence shall not apply to non-deposit customers of Seller.
(d) For a period of twelve (12) months after the Closing Date, Seller will not open a deposit taking office or install an ATM or supermarket branches or any other deposit taking facility in any of the market areas hereinafter set forth.
(e) Market areas for purposes of the foregoing Paragraph (b) -- (c) shall be the entire area of Fairfield County, Connecticut and New York City, New York.
Conduct of Business After Closing. Until such time as the earlier to occur of (i) the aggregate of the Deferred Payments equaling $540,000 or (ii) the third anniversary of the Closing, Buyer shall use good faith and commercially reasonable efforts to promote the ***.
