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:
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. (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.
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. Until December 31, 2004, or until neither Shareholder is employed by Buyer or any affiliate of Buyer, whichever date first occurs, Buyer will operate the Business as a separate subsidiary or division of Buyer and will keep separate books and records with respect to Seller's Operations. Recognizing that the Seller's Operations will be engaged in the same type of activities as will be other operations of Buyer and DCRI, Buyer (a) will not take any action to divert to Buyer (including any affiliate, subsidiary or division of Buyer or DCRI) any income, revenue or opportunity which should be part of Seller's Operations, and (b) will credit on the books and records of the Seller's Operations all revenue directly attributable to the efforts of Shareholders and employees and contractors of the Seller's Operations. The foregoing (i) shall be determined by the Buyer and DCRI pursuant to the policies and procedures of Buyer which are in effect at the time (such policies and procedures shall be consistent with the policies and procedures of the other staff recruiting operations of DCRI, shall be reasonable, and shall not be inconsistent with the general standards in the staff
Conduct of Business After Closing. The Company or its successor shall conduct its business only in the ordinary course and consistent with prudent business practices.
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 ***.
Conduct of Business After Closing. Unless Seller shall otherwise consent in writing, during the period commencing with the Closing Date and terminating upon the earlier of the termination of the Promissory Note or the one (1) year anniversary of the Closing Date, Buyer shall cause Stock Purchase Agreement – Clever/KAC the Company not to do or cause to be done any of the following: (i) sell, assign, transfer, lease or otherwise dispose of any material tangible or intangible, real property, personal property or Intellectual Property owned by the Company, except in the ordinary course of business, (ii) except in the ordinary course of business, create any Lien on any assets or properties (whether tangible or intangible) of the Company (other than Permitted Liens), (iii) materially change the nature of the Business as conducted immediately prior to Closing, (iv) issue or sell any additional shares of capital stock of or other equity interests in the Company, or securities convertible into or exchangeable for shares of capital stock of or other equity interests in the Company, or issue or grant any options, warrants, calls, subscription rights or other rights of any kind to acquire additional shares of capital stock of or other equity interests in the Company, or (v) enter into any agreement to take, or cause to be taken, any of the actions set forth in this Section 8(o).
Conduct of Business After Closing. After the Closing and until expiration --------------------------------- of the period with respect to which United is required to make payments of additional contingent Purchase Price pursuant to Section 1.5, the Corporation will, and United will cause the Corporation to, continue to recognize revenue in accordance with generally accepted accounting principles, and operate in a commercially reasonable manner consistent with general industry standards; provided, that the Corporation may operate, and United may cause the Corporation to operate, in any manner in the Corporation's or United's sole discretion.
