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, conditioned or delayed), The Company shall (a) conduct its rehabilitation business in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of the business' employees, customers, lenders, suppliers, regulators and others having relationships with its rehabilitation business. From the date hereof until the Closing Date, except as consented to in writing by Xxxxx (which consent shall not be unreasonably withheld, conditioned or delayed), neither Seller nor the Company shall not take any action that would cause any of the changes, events or conditions described in Section 3.08 to occur.
Appears in 1 contract
Samples: Stock Purchase Agreement (Salona Global Medical Device Corp)
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 Xxxxx, Selling Parties shall, and shall not be unreasonably withheld, conditioned or delayed), The cause the Company shall to: (a) conduct its rehabilitation the business of the Company Group in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' organization, operations current organization and franchise business of the Company Group and to preserve the rights, franchises, goodwill and relationships of the business' employeesits Employees, customers, lenders, suppliers, regulators and others having business relationships with its rehabilitation businessthe Company Group. From the date hereof until the Closing Date, except in connection with Authorized Updates or otherwise as consented to in writing by Xxxxx (which consent Xxxxx, Selling Parties shall not be unreasonably withheld, conditioned cause or delayed), neither Seller nor permit the Company shall not Group to take any action that would cause any of the changes, events or conditions described in Section 3.08 4.09 to occur.
Appears in 1 contract
Samples: Stock Purchase Agreement (EnerSys)
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, conditioned or delayed), The Sellers shall, and shall cause the Company shall to: (a) conduct its rehabilitation the business of the Company in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' current organization, operations business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of the business' its employees, customers, lenders, suppliers, regulators and others having business relationships with its rehabilitation businessthe Company. From the date hereof until the Closing Date, except as consented to in writing by Xxxxx Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), neither Seller nor Sellers shall not cause or permit the Company shall not to take any action that would cause any of the changes, events or conditions described in Section 3.08 3.07 to occur.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Cannapharmarx, Inc.)
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, conditioned withheld or delayed), The Seller shall, and shall cause the Company shall to: (a) conduct its rehabilitation the business of the Company in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' current organization, operations business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of the business' employeesits Employees, customers, lenders, suppliers, regulators and others having business relationships with its rehabilitation businessthe Company. From the date hereof until the Closing Date, except as consented to in writing by Xxxxx Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed), neither Seller nor shall not cause or permit the Company shall not to take any action that would cause any of the changes, events or conditions described in Section 3.08 to occur.
Appears in 1 contract
Samples: Stock Purchase Agreement (Martin Midstream Partners Lp)
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, conditioned or delayed), The Company Seller shall (a) conduct its rehabilitation business the Business in the ordinary course of businessbusiness consistent with past practice; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of the business' employeesSeller’s Employees, customers, lenders, suppliers, regulators and others having relationships with its rehabilitation businessthe Business. From the date hereof until the Closing Date, except as consented to in writing by Xxxxx Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), neither Seller nor the Company shall not take any action that would cause any of the changes, events or conditions described in Section 3.08 4.04 to occur.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
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, conditioned withheld or delayed), The Sellers shall, and shall cause the Company shall to, (ax) conduct its rehabilitation the business of the Company in the ordinary course of business; and (by) use commercially reasonable best efforts to maintain and preserve intact the rehabilitation business' current organization, operations business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of the business' its employees, customers, lenders, suppliers, regulators and others having business relationships with its rehabilitation businessthe Company. From Without limiting the foregoing, from the date hereof until the Closing Date, except as consented to in writing by Xxxxx Sellers shall:
(which consent shall not be unreasonably withheld, conditioned or delayed), neither Seller nor a) cause the Company shall not take any action that would to preserve and maintain all of its Permits;
(b) cause any of the changesCompany to pay its debts, events or conditions described in Section 3.08 to occur.Taxes and other obligations when due;
Appears in 1 contract
Samples: Stock Purchase Agreement (Vishay Precision Group, Inc.)
Conduct of Business Prior to the Closing. From the date hereof until the Closing, except Except as otherwise provided in contemplated by this Agreement or consented as set forth on Schedule 5.1, between the date of this Agreement and the Closing Date, unless the Buyer shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company shall be conducted only in the ordinary course of business in all material respects, and the Seller shall cause the Company to use commercially reasonable efforts to preserve intact in writing all material respects its business organization. Except as otherwise contemplated by this Agreement or as set forth on Schedule 5.1, between the date of this Agreement and the Closing Date, without the prior consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), The Company the Seller shall (a) conduct its rehabilitation business in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of the business' employees, customers, lenders, suppliers, regulators and others having relationships with its rehabilitation business. From the date hereof until the Closing Date, except as consented to in writing by Xxxxx (which consent shall not be unreasonably withheld, conditioned or delayed), neither Seller nor cause the Company shall not to take any action that would cause any of the changes, events or conditions actions described in Section 3.08 to occur3.8.
Appears in 1 contract
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, conditioned withheld or delayed), The Company shall Sellers shall:
(a) conduct its rehabilitation business the Business in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' its current organization, operations business and franchise and to preserve the rights, franchises, goodwill and relationships of the business' its employees, consultants, customers, lenders, suppliers, regulators and others having business relationships with its rehabilitation businesssuch Seller in respect of the Business. From the date hereof until the Closing Date, except as consented to in writing by Xxxxx Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed), neither Seller nor the Company Sellers shall not take any action that would cause any of the changes, events or conditions described in Section 3.08 5.8 to occur.
Appears in 1 contract
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, conditioned or delayed), The Company Seller shall (a) conduct its rehabilitation business the Rehabilitation Business in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation businessRehabilitation Business' organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of the business' employees, customers, lenders, suppliers, regulators and others having relationships with its rehabilitation businessthe Rehabilitation Business. From the date hereof until the Closing Date, except as consented to in writing by Xxxxx (which consent shall not be unreasonably withheld, conditioned or delayed), neither Seller nor the Company shall not take any action that would cause any of the changes, events or conditions described in Section 3.08 3.04 to occur.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salona Global Medical Device Corp)
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, conditioned withheld or delayed), The Company Sellers shall (a) conduct its rehabilitation the business of the Company in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' its current Company organization, operations operations, and franchise and to preserve the rights, franchises, goodwill and relationships of the business' employeesits Employees, customers, lenders, suppliers, regulators and others having relationships with its rehabilitation businessthe Company. From the date hereof until the Closing Date, except as consented to in writing by Xxxxx Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed), neither Seller nor the Company shall not take any action that would cause any of the changes, events or conditions described in Section 3.08 2.16 to occur.
Appears in 1 contract
Samples: Stock Purchase Agreement (Concierge Technologies Inc)
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 Buyer, Seller shall, and shall not be unreasonably withheld, conditioned or delayed), The cause the Company shall to: (a) conduct its rehabilitation the business of the Company in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' current organization, operations business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of the business' employeesits Employees, customers, lenders, suppliers, regulators and others having business relationships with its rehabilitation businessthe Company. From Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as consented to in writing by Xxxxx Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed), neither Seller nor the Company shall not take any action that would cause any of the changes, events or conditions described in Section 3.08 to occur.not:
Appears in 1 contract
Samples: Limited Liability Company Interest Purchase Agreement (Quanex Building Products CORP)
Conduct of Business Prior to the Closing. From the date hereof until the Closing, the Company and Parent shall each, except as otherwise provided in this Agreement or consented to in writing by Buyer the other party (which consent shall not be unreasonably withheld, conditioned or delayed), The Company shall (ax) conduct its rehabilitation business in the ordinary course of businessbusiness consistent with past practice; and (by) use commercially reasonable best efforts to maintain and preserve intact the rehabilitation business' its current organization, operations business and franchise and to preserve the rights, franchises, goodwill and relationships of the business' its employees, customers, lenders, suppliers, regulators and others having business relationships with its rehabilitation businessit. From Without limiting the foregoing, from the date hereof until the Closing Date, except as consented to in writing by Xxxxx (which consent shall not be unreasonably withheldset forth on Schedule 4.15, conditioned or delayed), neither Seller nor the Company and Parent shall each not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 2.9 in the case of the Company or, Section 3.12 in the case of Parent, to occur.
Appears in 1 contract
Samples: Merger Agreement (Crexendo, Inc.)
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, conditioned or delayed), The Company shall Sellers shall
(a) conduct its rehabilitation business the Business in the ordinary course of businessbusiness consistent with past practice; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of the business' employeesSellers’ Employees, customers, lenders, suppliers, regulators and others having relationships with its rehabilitation businessthe Business. From the date hereof until the Closing Date, except as consented to in writing by Xxxxx Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), neither Seller nor the Company Sellers shall not take any action that would cause any of the changes, events or conditions described in Section 3.08 4.04 to occur.
Appears in 1 contract
Samples: Asset Purchase Agreement (Esports Entertainment Group, Inc.)
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, conditioned withheld or delayed), The the Company shall shall: (a) conduct its rehabilitation the business of the Company in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the rehabilitation business' current organization, operations business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of the business' its employees, customers, lenders, suppliers, regulators and others having business relationships with its rehabilitation businessthe Company. From the date hereof until the Closing Date, except as consented to in writing by Xxxxx Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed), neither Seller nor Sellers shall not, and shall not cause or permit the Company shall not to, take any action that would cause any of the changes, events or conditions described in Section 3.08 to occur.
Appears in 1 contract