Conduct of Business and of Purchaser Prior to the Closing Sample Clauses

Conduct of Business and of Purchaser Prior to the Closing. ....50 Section 7.1 Conduct of Business Pending the Sale........................50 Section 7.2 Conduct of Business of Purchaser Pending the Sale...........51 Section 7.3 Gilat Review of Expenditures................................54 ARTICLE VIII. INDEMNIFICATION.................................................54
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Conduct of Business and of Purchaser Prior to the Closing. CONDUCT OF BUSINESS PENDING THE SALE. EXCEPT AS OTHERWISE CONTEMPLATED HEREBY, PRIOR TO CLOSING, EXCEPT WITH THE PRIOR CONSENT OF PURCHASER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), GILAT ISRAEL AND SELLER SHALL, AND SHALL CAUSE EACH OF THE GILAT BUSINESS ENTITIES TO: CONDUCT THEIR RESPECTIVE OPERATIONS WITH RESPECT TO THE BUSINESS IN THE ORDINARY COURSE, INCLUDING COMPLYING IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS RELATING TO THE BUSINESS, AND MAINTAINING THE BOOKS AND RECORDS OF THE BUSINESS IN ACCORDANCE WITH APPLICABLE LAW AND PAST PRACTICES; MAINTAIN SATISFACTORY RELATIONSHIPS WITH SUPPLIERS, DISTRIBUTORS, CUSTOMERS AND OTHERS HAVING BUSINESS RELATIONSHIPS WITH IT WITH RESPECT TO THE OPERATION OF THE BUSINESS AND TAKE NO ACTION WHICH WOULD MATERIALLY ADVERSELY AFFECT THE ABILITY OF THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY; USE COMMERCIALLY REASONABLE EFFORTS TO PRESERVE THE BUSINESS; AND CONDUCT THEIR RESPECTIVE OPERATIONS IN A MANNER WHICH WILL NOT RESULT IN A GILAT MATERIAL ADVERSE EFFECT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS OTHERWISE CONTEMPLATED HEREBY, PRIOR TO CLOSING, EXCEPT WITH THE PRIOR CONSENT OF PURCHASER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), IN CONNECTION WITH THE OPERATION OF THE BUSINESS, GILAT ISRAEL AND SELLER SHALL NOT NOR WILL IT PERMIT ANY OF THE GILAT BUSINESS ENTITIES TO: CREATE, INCUR, ASSUME, MAINTAIN OR PERMIT TO EXIST ANY DEBT FOR BORROWED MONEY THAT MATERIALLY AFFECTS THE OPERATION OF THE BUSINESS OR THE ASSETS OTHER THAN UNDER LINES OF CREDIT IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES; (1) INCREASE IN ANY MANNER THE COMPENSATION OF ANY EMPLOYEE EXCEPT IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE; (2) WITH RESPECT TO THE EMPLOYEES, PAY OR AGREE TO PAY ANY PENSION, RETIREMENT ALLOWANCE OR OTHER EMPLOYEE BENEFIT NOT REQUIRED, OR ENTER INTO OR AGREE TO ENTER INTO ANY AGREEMENT OR ARRANGEMENT WITH SUCH EMPLOYEE, WHETHER PAST OR PRESENT, RELATING TO ANY SUCH PENSION, RETIREMENT ALLOWANCE OR OTHER EMPLOYEE BENEFIT, EXCEPT AS REQUIRED UNDER 50 55 CURRENTLY EXISTING AGREEMENTS, PLANS OR ARRANGEMENTS; (3) GRANT ANY SEVERANCE OR TERMINATION PAY TO, OR ENTER INTO ANY EMPLOYMENT OR SEVERANCE AGREEMENT WITH ANY EMPLOYEE EXCEPT CONSISTENT WITH COMMERCIALLY ACCEPTABLE STANDARDS; OR (4) EXCEPT AS MAY BE REQUIRED TO COMPLY WITH APPLICABLE LAW, BECOME OBLIGATED (OTHER THAN PURSUANT TO ANY NEW OR RENEWED COLLECTIVE BARGAINI...
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Conduct of Business and of Purchaser Prior to the Closing 
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Related to Conduct of Business and of Purchaser Prior to the Closing

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • Conduct Prior to the Closing 35 5.1 Conduct of Business of the Company.............................................................35

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Prior to the Closing Buyer shall, and shall cause its Affiliates and its and their employees, agents, accountants, legal counsel and other representatives and advisers to, hold in strict confidence all, and not divulge or disclose any, information of any kind concerning the Company and its business; provided, however, that the foregoing obligation of confidence shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers, (ii) information that is or becomes available to Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers and (iii) information that is required to be disclosed by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation of any Governmental Authority; and provided further that Buyer promptly shall notify the Company of any disclosure pursuant to clause (iii) of this Section 9.2(a); and, provided, further, that the foregoing obligation of confidence shall not apply to the furnishing of information by Buyer in bona fide discussions or negotiations with prospective lenders.

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