Conduct of Business Until Closing Date. Except as permitted or required hereby or as THI may otherwise consent in writing, DE shall:
7.1.1 operate the business of DE only in the usual, regular and ordinary manner, and use its best efforts to (a) preserve the present business organization of DE intact, (b) keep available the services of the present employees of DE, and (c) preserve the current business relationships of DE with customers, clients, suppliers, distributors and others having business dealings with it;
7.1.2 bear the risk of loss or damage to the Assets on and prior to the Closing where such risk of loss is not the legal obligation of another, and maintain all properties necessary for the conduct of the business of DE, whether owned or leased;
7.1.3 maintain the books, records and accounts of DE in the usual, regular and ordinary manner, on the basis consistent with prior periods;
7.1.4 duly comply with all laws, rules and regulations applicable to DE and to the conduct of its business;
7.1.5 perform all of the obligations of DE without default, unless such default is of no significance to DE and could have no adverse impact on DE, its Assets or business;
7.1.6 neither (a) amend DE's Articles of Organization or Operating Agreement; (b) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity; nor (c) change the character of the business of DE;
7.1.7 neither (a) encumber, mortgage, or voluntarily subject to lien any of the existing Assets; (b) transfer, sell, lease, license or otherwise dispose of any of, or any part of, the Assets (other than in the ordinary course of business); (c) convey, transfer or acquire any material Asset or property to, for or on behalf of DE other than in the ordinary course of business; (d) enter into any arrangement, agreement or undertaking, with respect to any of the employees relating to the payment of bonus, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such employee; nor (e) incur any material fixed or contingent obligation or enter into any agreement, commitment, contract or other transaction or arrangement relating to the business of DE or the Assets;
7.1.8 not make any distributions or dividends of Assets or securities, nor any changes to the capital structure of DE; and
7.1.9 neither modify, change or terminate any of its material obligations other than in the ordinary course of business, nor grant any power of attorney with respect to the bus...
Conduct of Business Until Closing Date. Except as permitted or -------------------------------------- required hereby or as Monogenesis may otherwise consent in writing, between the date hereof and the Closing Date, OWE shall:
(a) operate its business only in the usual, regular and ordinary manner as such business was conducted prior to the Balance Sheet Date and, to the extent consistent with such operation, use its best efforts to (i) preserve the present business organization intact, (ii) keep available the services of the present employees, and (iii) preserve the present business relationship with customers, suppliers and others having business dealings with it;
(b) maintain all properties necessary for the conduct of the business, whether owned or leased, in substantially the same condition as they now are (reasonable wear and tear which are not such as to materially adversely affect operations and damage due to unavoidable casualty excepted);
(c) neither (i) encumber, mortgage or voluntarily subject to lien, except for liens created pursuant to existing loan agreements or made in the ordinary course of business, any of the properties or assets, (ii) convey, transfer or acquire any material asset or property other than in the ordinary course of business, nor (iii) except in the ordinary course of business, incur any material fixed or contingent obligation or enter into any material agreement, commitment or other transaction or arrangement; and
(d) neither declare, set aside, pay or make any dividend or other distribution or payment on or in respect of shares of its stock, nor directly or indirectly redeem, retire, purchase or otherwise acquire any of its stock.
Conduct of Business Until Closing Date. Except as permitted or required hereby or as Xxxx may otherwise consent in writing, between the date hereof and the Closing Date:
(a) A-G Tech will:
(1) operate its business only in the usual, regular and ordinary manner as such business was conducted before the A-G Tech’s Balance Sheet Date;
(2) maintain all properties necessary to conduct its business, whether owned or leased, in substantially the same condition as they now are, except for (A) damage due to unavoidable casualty; and (B) reasonable wear and tear which does not materially adversely affect its operations;
(3) as to any material Purchased Asset damaged before the Closing Date by casualty not covered by insurance, at Xxxx’x option, either (A) restore it to its condition before such damage; or (B) replace it with another item of similar quality and condition;
(4) maintain its books, records and accounts in the usual, regular and ordinary manner, on a basis consistent with that used in prior periods;
(5) comply in all material respect with all laws that apply to the conduct of its business;
(6) perform all of its material obligations (including paying tax liabilities) without default;
(7) promptly give Xxxx written notice of any damage to Transferred Assets of more than $25,000;
(8) preserve its business organization intact, and preserve the good will and business of the customers, suppliers and other persons having business relations with A-G Tech and retain the services of its present employees; and
(9) maintain all of its assets in substantially the same condition as they now are (subject to reasonable wear and tear), and replace all items of equipment at time intervals consistent with past practice.
(b) A-G Tech will not, other than in the ordinary course of business:
(1) convey, transfer, sell, lease or otherwise dispose of any material Purchased Asset;
(2) acquire any material asset or property;
(3) incur any material fixed or contingent obligation or enter into any material agreement, commitment or other transaction or arrangement; or
(4) change or terminate any of the agreements described in Section 5.11 above; and
(c) A-G Tech will not:
(1) encumber, mortgage, or voluntarily subject to lien any of the Transferred Assets;
(2) increase the compensation payable (or to become payable) to any employee;
(3) hire any new employee;
(4) add or increase any employee benefits program;
(5) accelerate any billing of its customers or the collection of its accounts receivable, delay the payment of it...
Conduct of Business Until Closing Date. Except as contemplated by this Agreement or as set forth in the Schedules annexed hereto, from and after the date hereof until the Closing Date, the Seller will:
(a) operate its business only in the usual, regular and ordinary manner and, to the extent consistent with such operation, to (i) preserve the present business organization intact, (ii) use its best efforts to keep available the services of their present officers and significant employees unless the Seller determined it to be in the best interests of the Seller to terminate their relationship with such persons and (iii) use their best efforts to preserve the present business relationships with customers, suppliers, and others having business dealings with the Seller;
(b) use its best efforts to maintain all properties necessary for the conduct of their business in substantially the same condition as they now are (reasonable wear and tear excepted) and maintain in full force and effect insurance with responsible companies comparable in amount, scope and coverage to that in effect on the date of this Agreement;
(c) maintain its books, records and accounts in the usual, regular and ordinary manner on a basis consistent with prior periods;
(d) duly comply with all laws known to be applicable to them and material to the conduct of its business;
(e) perform all of its material obligations without default unless being contested in good faith;
(f) neither (i) amend or change the Articles of Incorporation or the By-Laws of the Seller; (ii) merge with or into, consolidate or otherwise combine with, or acquire all or substantially all of the stock or assets of, any other entity; (iii) sell, lease or otherwise transfer any significant part of its assets other than in the ordinary course of business consistent with past practice, nor (iv) change the character of its business;
(g) neither (i) increase the number of shares of capital stock or other equity securities of the Seller issued and outstanding nor (ii) grant any option, warrant, or other right to purchase or to convert any obligation into shares of capital stock of the Seller;
(h) neither (i) declare, pay or make any dividend or other distribution or payment in respect of the outstanding shares of capital stock of the Seller, nor (ii) purchase, redeem or otherwise acquire for consideration any shares of capital stock of the Seller;
(i) neither (i) encumber, mortgage, or subject to lien any of their properties or assets other than in the ordinary course ...
Conduct of Business Until Closing Date. The first full paragraph of Section 6.02(a) shall be deleted in its entirety, and the following new first full paragraph of Section 6.02(a) shall be substituted in lieu thereof:
(a) Conduct of Business Until Closing Date. From the date of this Agreement and until the Closing Date except with the prior written consent of Purchaser and subject to the provisions of Section 6.02(h), Seller shall conduct the Business in the ordinary course
Conduct of Business Until Closing Date. Except as the Purchaser may otherwise consent in writing or as permitted by Section 6.4 or required pursuant to terms of this Agreement, between the date hereof and the Closing Date, the Seller shall:
(a) duly comply with all laws, ordinances and regulations applicable to it, its properties and to the conduct of its business;
(b) give the Purchaser prompt written notice of any offers received regarding the acquisition of any of the Assets;
(c) neither: (i) encumber, mortgage, or voluntarily subject to lien any of the Assets nor (ii) sell, lease or otherwise dispose of any of the Assets; and
(d) not: (i) solicit, directly or indirectly, or cause any other person to solicit any offer to acquire any of the Assets of the Seller; (ii) afford any third party which may be considering the acquisition of any of the assets of the Seller access to its properties, books or records; or (iii) enter into any negotiations for, or enter into, any agreement or understanding which provides for the acquisition of any assets of the Seller or any part thereof to a person other than in connection with the transactions contemplated herein.
Conduct of Business Until Closing Date. Loscalzo hereby covenants and agrees with SmartPros that from and xxxxx xhe Effective Time until the Closing Date, she will cause or has caused the Company to:
(a) operate its business only in the usual, regular and ordinary manner and, to the extent consistent with such operation, to (i) preserve its present business organization intact, (ii) use its reasonable efforts to keep available the services of its present officers and significant employees, and (iii) use its reasonable efforts to preserve the present business relationships with customers, suppliers, and others having business dealings with them; PROVIDED, HOWEVER, no payments of any kind (whether for compensation, loans payable, distributions or otherwise) shall be made, for the benefit of or on behalf of Loscalzo, WL or Loscalzo & Company, L.L.C. or any of their affiliatex xxxxx xxxx any xxxxxxx of any liability included in the determination of the Effective Time Net Assets;
(b) maintain for the Company the ownership of and/or the right to use the Company Rights and maintain in full force and effect insurance with responsible companies comparable in amount, scope and coverage to that in effect on the date of this Agreement;
(c) maintain its books, records and accounts in the usual, regular and ordinary manner on a basis consistent with prior periods;
(d) duly comply in all material respects with all laws known to be applicable to the Company and material to the conduct of its business; and
(e) perform all of its material obligations without default unless being contested in good faith.
Conduct of Business Until Closing Date. Except as permitted or required hereby or as Monogenesis may otherwise consent in writing, between the date hereof and the Closing Date, Gold Ribbon and USBE shall neither declare, set aside, pay or make any dividend or other distribution or payment on or in respect of shares of its stock, nor directly or indirectly redeem, retire, purchase or otherwise acquire any of its stock.
Conduct of Business Until Closing Date. Sellers covenant and agree that from the date hereof to the Closing Date, (a) they will take all reasonable steps to assure that there is no material change in the financial condition of LLC and SIRAS North Central; (b) they will cause the Company to conduct its business in a normal manner in accordance with its normal, historical
Conduct of Business Until Closing Date. Selling Sub covenants that, from the Execution Date until the Closing Date, it shall operate its business in the ordinary course of business consistent with past practice and:
(a) Selling Sub shall maintain itself as a corporation incorporated under the laws of the State of Ohio.
(b) Selling Sub shall consult with Purchaser with respect to material business decisions affecting Selling Sub's business.
(c) Selling Sub shall maintain the Fixed Assets in good operating condition and repair, subject to ordinary wear and tear.
(d) Without the prior consent of Purchaser, Selling Sub shall not:
(i) Materially change the extent or character of its business operations or make any commitment to purchase or spend other than in the ordinary course of its business;
(ii) Renew, modify, extend, enter into, breach, reject, assign, sublease, abandon, execute, or exercise any Premises Lease, Equipment Lease, or any right or option under any of the Premises Leases or Equipment Leases, except as expressly contemplated by this Agreement;
(iii) Dissolve, liquidate (completely or partially), acquire any capital assets, merge or consolidate into or with any other person, or sell, lease, exchange, transfer, or otherwise dispose of, or grant to any person a right or option to lease, acquire, or purchase, any material amount of the Sale Assets (including any part of it or any interest in it), except in the ordinary course of business and consistent with past practice or as expressly contemplated by this Agreement;
(iv) Amend, renew, extend, enter into, or execute any material contract, agreement or other binding arrangement, unless the contract, agreement or other binding arrangement is terminable following the Closing Date on not more than 30 days' advance notice and without any liability to Selling Sub following the Closing Date;
(v) Remove any of the Fixed Assets from the Leased Premises, unless any removed Fixed Assets are replaced before the Closing Date with similar items of equal quality and utility and without the incurrence of any indebtedness or Lien;
(vi) Issue any shares of its capital stock or any securities convertible into or exercisable or exchangeable for capital stock or options to purchase capital stock or other rights in respect of any of the foregoing;
(vii) Amend, modify, or otherwise change or alter the charter or bylaws of Selling Sub;
(viii) Incur any indebtedness for borrowings or issue any debt securities or any securities convertible into debt securities o...
