Conduct of Business Before Closing. 4.1 With respect to the conduct of the Company’s Business from and after the date of this Agreement and before the Closing, except as may be otherwise agreed by the Buyers under this Agreement or approved in writing by the Buyers, the Sellers shall cause the Company to:
(a) conduct and maintain its Business and operations in the ordinary course and consistent with its past practices;
(b) maintain insurance in such amounts and against such risks and losses as are consistent with past practice and apply all insurance proceeds received to Claims made against the Company, or its assets, as applicable;
(c) make all filings, reports and disclosures required under Applicable Laws in the PRC in connection with, or arising from, the Business or other operations of the Company in the ordinary course;
(d) maintain and keep its licenses and permits required in connection with its business and operations valid, effective and current;
(e) (i) preserve intact the Company’s business organizations, (ii) except as otherwise agreed with the Buyers or for any voluntary resignations (without any action on the part of the Company or any Seller) by the Company’s current officers and employees, keep available the services of its current officers and employees, (iii) preserve the goodwill of those having business relationships with the Company, (iv) preserve the Company’s relationships with customers, creditors and suppliers, (v) maintain the books, accounts and records of the Company in the proper course in accordance with PRC GAAP, and properly record all transactions on such books, accounts and records, and (vi) comply with any Applicable Laws, including applicable anti-corruption laws and regulations, and to take such necessary corrective measures as may be required under such laws or reasonably requested by the Buyers;
(f) provide the Buyers and their Representatives with the updated financial statements, i.e., income statement, balance sheet and cash flows statement etc., including the actual incurred numbers and the forecast on monthly basis;
(g) comply with all Applicable Laws, and take, or cause to be taken, all appropriate actions, do or cause to be done all things necessary, proper or advisable under applicable PRC laws, including but not limited to, the payment of all applicable Tax and employee contributions; and
(h) provide the Buyers and their Representatives with all necessary documents, information and assistance, and to execute and deliver such documents and othe...
Conduct of Business Before Closing. Until Closing Sellers shall not, without the prior written consent of Buyer (a) fail to cause the Company to operate in the ordinary course of business, (b) take or permit the Company to take any action which would require a change or addition to or deletion from the disclosures of Sellers pursuant to Article II hereof, or (c) permit the Company to file any document with the SEC.
Conduct of Business Before Closing. Between the date of this Agreement and Closing, each member of the Company Group shall carry on its business, as carried on as at the date of this Agreement, in the normal course and shall not do anything which would require the consent or approval of the Investors or a Series E Director under the Amended XXX.
Conduct of Business Before Closing. Prior to the Closing Date, WCC, Xxxxxx, and the Company will not enter into any transaction which would be of such materiality as to render materially false or misleading the description of the Company’s business activities, assets, properties, liabilities, contractual commitments and/or business relationships or other matters as set forth in this Agreement. Seller and the Company covenant and agree that, from the date of this Agreement until the Closing Date, the Company will at all times conduct its business in the usual and ordinary course and will not, without the prior written consent of VCG, (a) purchase, sell, or otherwise dispose of any property, asset or services of any kind, other than purchases and sales in the ordinary course of business; (b) mortgage, pledge, create security interests in or otherwise encumber any of its properties or assets; (c) make or incur any capital commitment or expenditure or any unusual or long term commitment; (d) grant any increase in salary or other increased compensation to any of its employees or independent contractors; (e) declare or pay any dividend or make any other distribution to shareholders; (f) reveal to third persons any trade secrets, customer lists, or other confidential or proprietary information; (g) enter into any lease, contract, agreement, purchase or sale order or other commitment relating to the property or the assets or the PT’s Showclub; or (h) modify, amend, cancel or terminate any of its existing leases, contracts, agreements or other commitments relating to the Company’s business, assets or property, or act otherwise in any manner that may adversely affect its rights, interests, assets, properties or business.
Conduct of Business Before Closing. Before Closing, each party covenants and promises as follows:
Conduct of Business Before Closing. From the date hereof until the Closing Date, the Seller shall procure that (se porte fort que) each of the Company and the Subsidiaries shall conduct its business in the ordinary and usual course consistent with past and current practices and shall use its best efforts to maintain and preserve intact its business organisation and goodwill, to retain the services of its key officers and employees, and to maintain satisfactory relationships with all persons with whom it has business relationships. In particular, during such period, the Seller shall procure that neither the Company nor any Subsidiary shall, without the prior written consent of the Purchaser, acquire or dispose of any undertaking, merge, consolidate or amalgamate with any undertaking, make a contribution to the capital of any other undertaking, make any change to its capital, issue or purchase any warrants or securities of any nature whatsoever, enter into or vary any Material Contract or do or agree to do any of the matters referred to in Section 3.23(a)(ii), (iv), (vi), (vii), (viii), (x) or (xi). Pending Closing, the Seller shall also ensure that:
(a) subject to the terms of the Confidentiality Agreement between PPR and Wolseley dated 22 May 2002, the Purchaser’s representatives shall be allowed, upon reasonable notice and during normal business hours and under the supervision of the Seller, reasonable access to the books, records and management of the Company and each of the Subsidiaries;
(b) neither the Company, nor any of the Subsidiaries, nor the Seller nor any of its Affiliates shall do, allow or procure any act or omission which would constitute or give rise to a breach of any Warranty (other than Warranties given only as at the date of this Agreement) if the Warranties were to be repeated on or at any time before Closing by reference to the facts and circumstances then existing;
(c) no transactions shall be entered into between the Company and the Subsidiaries (on the one hand) and the Seller and its Affiliates (on the other) and the terms of any such existing transactions shall not be varied; and
(d) the liability of the Company or any Subsidiary under any guarantees existing at the date of this Agreement shall not be increased or extended and no new guarantees shall be entered into by the Company or any Subsidiary. The Purchaser acknowledges and hereby gives its consent pursuant to the provisions of this Section 5.2 to the pending and proposed acquisitions referred to in Schedule 5...
Conduct of Business Before Closing. Prior to the Closing Date, Seller and the Company will not enter into any transaction which would be of such materiality as to render materially false or misleading the description of the Company’s business activities, assets, properties, liabilities, contractual commitments and/or business relationships or other matters as set forth in this Agreement. Seller and the Company covenant and agree that, from the date of this Agreement until the Closing Date, the Company will at all times conduct its business in the usual and ordinary course and will not, without the prior written consent of Buyer, (a) purchase, sell, or otherwise dispose of any property, asset or services of any kind, other than purchases and sales in the ordinary course of business; (b) mortgage, pledge, create security interests in or otherwise encumber any of its properties or assets; (c) make or incur any capital commitment or expenditure or any unusual or long term commitment; (d) grant any increase in salary or other increased compensation to any of its employees or independent contractors; (e) declare or pay any dividend or make any other distribution to shareholders; (f) reveal to third persons any trade secrets, customer lists, or other confidential or proprietary information; (g) enter into any lease, contract, agreement, purchase or sale order or other commitment relating to the property or the assets or the Centerfold Showclub; or (h) modify, amend, cancel or terminate any of its existing leases, contracts, agreements or other commitments relating to the Company’s business, assets or property, or act otherwise in any manner that may adversely affect its rights, interests, assets, properties or business.
Conduct of Business Before Closing. After the date hereof and prior to the Closing, the Seller covenants to the Buyer that:
A. the Seller will perform its obligations under the Service Contracts in the ordinary and usual course of business, consistent with past practice; and
B. the Seller shall not enter into an amendment to or an extension of any Service Contract, nor shall it enter into any new service contract to service any water system or provide water-related services to any person or entity in Connecticut without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, delayed or withheld.
Conduct of Business Before Closing. From the date hereof, until Closing, Seller shall (a) cause the business of the Seller to be operating in the ordinary course of business and (b) not take any action which would require a change or addition to or deletion from the disclosures of Seller pursuant to Article II hereof, without the prior written consent of Buyer.
Conduct of Business Before Closing. In the event Buyer and or designee of Buyer shall be appointed directors of the Company, prior to Closing, then until Closing Buyer shall (a) cause the Company to operate in the ordinary course of business and (b) not take or permit the Company to take any action which would require a change or addition to or deletion from the disclosures of Sellers pursuant to Article II and IIA hereof, without the prior written consent of Sellers.
