Conduct of Business Pending the Closing Date. Each of the Active Principal Sellers agree that, after the date hereof and prior to the Closing or earlier termination hereof, unless specifically provided for herein, in Section 7.7 of the Company Disclosure Letter, or pursuant to the prior written consent of the Purchaser (which consent will not be unreasonably withheld, delayed or conditioned) each of the Active Principal Sellers and the Company will and, where appropriate, will cause the Subsidiaries of the Company to:
Conduct of Business Pending the Closing Date. The Company agrees that, except as set forth on Schedule 5.3 of the Company Disclosure Letter or unless expressly permitted or required by this Agreement or otherwise consented to in writing by Purchaser (which consent (i) shall not be unreasonably withheld, conditioned or delayed and (ii) in the case of Section 5.3(b)(xv), shall only be required of Xx. Xxxxxx X. Doherty which consent, in the case of storage and throughput Contracts, shall be deemed given if not received or affirmatively refused within twenty-four (24) hours after receipt by Xx. Xxxxxxx of the request therefor), during the period commencing on the date hereof and ending at the earlier of (x) the Closing and (y) any termination of this Agreement pursuant to Section 6.3:
Conduct of Business Pending the Closing Date. (a) TeleCorp agrees and hereby covenants that, except as permitted, required or contemplated by this Agreement or as described in clear detail in Section 4.2 of the Company Disclosure Schedule or as otherwise consented to in writing by AWS during the Interim Period:
Conduct of Business Pending the Closing Date. The Stockholders agree that, except as permitted, required or specifically contemplated by, or otherwise described in, this Agreement, or otherwise consented to or approved in writing by the Acquisition Sub, during the period commencing on the date hereof until the earlier of the termination of this Agreement in accordance with its terms or the Closing, the stockholders will take all action, or refrain from taking any action, necessary to ensure that:
Conduct of Business Pending the Closing Date. From the date hereof until the Closing Date, except as otherwise required or contemplated hereunder or as required by applicable law or as set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall, and shall cause its subsidiaries to:
Conduct of Business Pending the Closing Date. Sxxxxx Resource and the Sxxxxx Resource Stockholders, to the extent within each Stockholder’s control, covenant and agree with Sxxxxx Recording that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless Sxxxxx Recording shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, Sxxxxx Resource and the Sxxxxx Resource Stockholders, to the extent within each Stockholder’s control, will comply with each of the following prior to Closing:
Conduct of Business Pending the Closing Date. USAM and the USAM Members, to the extent within each Member’s control, covenant and agree with PUREBASE that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless PUREBASE shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, USAM and the USAM Members, to the extent within each Member’s control, will comply with each of the following prior to Closing:
Conduct of Business Pending the Closing Date. From and after the date hereof, until the earlier of the Closing and the termination of this Agreement, except as otherwise expressly permitted by this Agreement or consented to by Buyer in writing, Seller, ELRH and ELRH II shall, and to the extent applicable to the Purchased Assets or the Business, cause its Affiliates to:
Conduct of Business Pending the Closing Date. Except with the written consent of Purchaser, from and after the date of this Agreement and until the Closing Date, Seller shall, and shall cause each of Newco and Service Company to:
Conduct of Business Pending the Closing Date. (a) Each of GP and the Partnership agrees that, except (i) as set forth in Section 6.3(a) of the Partnership Disclosure Letter, (ii) as may be required or not otherwise prohibited by this Agreement, (iii) as required by Law, a Governmental Entity, or by any Contract to which the Partnership or any Partnership Subsidiary is bound and which has been made available to Parent or (iv) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), during the period commencing on the date hereof and ending at the earlier of (x) the Closing Date and (y) termination of this Agreement pursuant to Section 9.1, each of GP and the Partnership shall, and shall cause the Partnership Subsidiaries to, conduct their respective operations only in the ordinary course of business consistent with past practice and to use their commercially reasonable efforts to preserve intact their respective business organizations, keep available the services of their executive officers and maintain in all material respects satisfactory relationships with suppliers, clients and others having business relationships with them.
