Common use of Conduct of Business Until Closing Date Clause in Contracts

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 its accounts payable or accrued expenses, or defer expenses; (6) permit any of its respective officers and directors to, pursue any discussions or negotiations with anyone other than Xxxx concerning the sale of all or any part of its assets or shares of capital stock and A-G Tech shall advise Xxxx of any solicitation made to A-G Tech by any third party in respect to any such discussion or negotiation; (7) without Xxxx’x prior written consent, enter into, renew, amend, modify or adopt any material agreement, commitment, license or lease; or (8) breach or violate or cause any of the representations and warranties contained in Article 5 of this Agreement to be breached or violated.

Conduct of Business Until Closing Date. Except as permitted or required hereby or as Xxxx A-G Tech may otherwise consent in writing, between the date hereof and the Closing Date: (a) A-G Tech Xxxx will: (1) operate its business only in the usual, regular and ordinary manner as such business was conducted before the A-G Tech’s Xxxx’x Balance Sheet Date; (2) except for the divestitures which are conditions precedent to the Closing, 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; (54) comply in all material respect with all laws that apply to the conduct of its business; (65) perform all of its material obligations (including paying tax liabilities) without default;; and (76) promptly give Xxxx written notice of any damage except for the divestitures which are conditions precedent to Transferred Assets of more than $25,000; (8) the Closing, 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 practiceXxxx. (b) A-G Tech Xxxx will not, other than in the ordinary course of businessbusiness or as permitted or required hereby: (1) convey, transfer, sell, lease or otherwise dispose of any material Purchased Asset; (2) acquire any material asset or property; (32) incur any material fixed or contingent obligation or enter into any material agreement, commitment or other transaction or arrangement; or (43) change or terminate any of the agreements described in Section 5.11 6.11 above; and (c) A-G Tech Xxxx will not, except as permitted or required hereby: (1) encumber, mortgage, mortgage or voluntarily subject to lien any of the Transferred Assetsits assets; (2) increase the compensation payable (or to become payable) to any employee; (3) hire any new employee, except to replace existing employees; (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 its accounts payable or accrued expenses, or defer expenses; (6) permit any of its respective officers and directors to, pursue any discussions or negotiations with anyone other than Xxxx concerning the sale purchase of all or any part of its assets or shares of capital stock and A-G Tech shall advise Xxxx of any solicitation made to A-G Tech by any third party in respect to any such discussion or negotiationanother entity; (76) without Xxxx’x prior written consent, enter into, renew, amend, modify or adopt any material agreement, commitment, license or lease; or (8) 7) breach or violate or cause any of the representations and warranties contained in Article 5 6 of this Agreement to be breached or violated.

Conduct of Business Until Closing Date. Except as permitted or required hereby or as Xxxx Buyer may otherwise consent in writing, between the date hereof and the Closing Date: (a) A-G Tech Seller will: (1i) operate its business the Acquired Assets only in the usual, regular and ordinary manner as such business was conducted before the A-G Tech’s Balance Sheet Dateexecution of this Agreement; (2ii) maintain all properties necessary to conduct its businessAcquired Assets, 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 do not materially adversely affect its operations; and (C) on-going production of natural gas from the Leasehold Interests and the Xxxxx; (3iii) as to any material Purchased Acquired Asset materially damaged before the Closing Date by casualty not covered by insurance, at Xxxx’x optionBuyer’s option and, at Seller’s sole cost and expense, either (A) restore it to its condition before such damage; or (B) replace it with another item of similar quality and condition; or (C) reduce the Purchase Price by the amount of such loss. Should Buyer elect option (C), Seller shall, at its option, be entitled to elect to remove the damaged Acquired Asset from the sale and reduce the Purchase Price by the Allocated Value of the damaged Acquired Asset; (4) maintain its books, records and accounts in the usual, regular and ordinary manner, on a basis consistent with that used in prior periods; (5iv) comply in all material respect respects with all laws Laws that apply to the conduct of its businessAcquired Assets and the operation thereof; (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 Seller will not, other than in the ordinary course of business: (1i) convey, transfer, sell, lease or otherwise dispose of any material Purchased Acquired 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 (4ii) change change, amend or terminate any of the agreements described in Section 5.11 aboveAssumed Obligation; and (c) A-G Tech Seller will not: (1i) without prior disclosure to Buyer and Buyer’s written consent encumber, mortgage, or voluntarily subject to lien any of the Transferred Acquired 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 its accounts payable or accrued expenses, or defer expenses; (6) permit any of its respective officers and directors to, pursue any discussions or negotiations with anyone other than Xxxx concerning the sale of all or any part of its assets or shares of capital stock and A-G Tech shall advise Xxxx of any solicitation made to A-G Tech by any third party in respect to any such discussion or negotiation; (7) without Xxxx’x prior written consent, enter into, renew, amend, modify or adopt any material agreement, commitment, license or lease; or (8) ii) breach or violate or cause any of the representations and warranties contained in Article 5 of this Agreement to be breached or violated.

Conduct of Business Until Closing Date. Except as permitted or required hereby or as Xxxx Buyer may otherwise consent to in writing, between during the period from the date hereof and of this Agreement to the Closing DateClosing, Seller shall not enter into (or agree to enter into) any transaction with respect to the Purchased Assets or the Modesto Business. Without limiting the foregoing, during the period from the date of this Agreement to the Closing, Seller shall: (a) A-G Tech will: (1) operate its business the Modesto Business only in the usual, regular and ordinary manner as manner, and, to the extent consistent with such operation, use its commercially reasonable efforts to (i) preserve the present business was conducted before organizations of the A-G Tech’s Balance Sheet DateModesto Business intact, and (ii) preserve the present business relationship of the Modesto Business with customers, suppliers, and others having business dealings with it; provided, however, that except in the ordinary course of business, Seller (1) shall not enter into or terminate any material contracts and (2) will not enter into any new material contract which will be an Assumed Contract at the Closing and not otherwise terminable upon 90 days or less prior written notice; (2b) maintain all properties necessary to conduct its businessthe Real Property, whether owned or leased, Inventory and the Personal Property in substantially the same condition manner as they now are, except for of the Effective Date (A) damage due to unavoidable casualty; and (B) reasonable wear and tear which does are not such as to materially adversely affect its operationsthe operations of the Modesto Business and damage due to casualty excepted) and consistent with past practices, and maintain any insurance policies in effect for such property; (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; (4c) maintain its the books, records and accounts of the Modesto Business in the usual, regular and ordinary manner, on a basis consistent with that used in prior periods; (5d) duly comply in all material respect respects with all laws that apply Laws applicable to the conduct of its businessthe Modesto Business and file on a timely basis all notices, reports or other filings required to be filed with or reported to any Governmental Authority of any of the foregoing wherever located with respect to the Modesto Business; (6e) use its commercially reasonable efforts to perform all of its the material obligations of the Modesto Business (including paying the payment of tax liabilities) without defaultdefault in any respect; (7f) promptly give Xxxx written notice of any damage to Transferred Assets of more than $25,000; not (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: (1i) encumber, mortgage, or voluntarily subject to lien any of the Transferred Purchased Assets other than Permitted Liens; or (ii) convey, transfer or acquire the Purchased Assets or any portion thereof other than in the usual and ordinary course of business; (g) promptly give Buyer written notice of any damage, individually or in the aggregate, in an amount greater than $250,000 to the Purchased Assets; (2h) increase not amend or cause the compensation payable (termination of any Assumed Contract, or to become payable) to grant any employee;release or relinquishment of any rights under any Assumed Contract except in the ordinary course of business; and (3i) hire not participate in activities of the type commercially referred to as "trade loading" or "channel stuffing" or any new employee; (4) add other activity that reasonably could be expected to result in an increase, temporary or increase any employee benefits program; (5) accelerate any billing otherwise, in the demand for the products of its customers or the collection of its accounts receivable, delay Modesto Business prior to the payment of its accounts payable or accrued expensesClosing, or defer expenses; any activity to require any customer to purchase products of the Modesto Business from Seller (6) permit any of its respective officers and directors to, pursue any discussions or negotiations with anyone other than Xxxx concerning pursuant to contractual commitments of such distributor with Seller) out of the sale ordinary course of all or any part business, including sales by Seller of its assets or shares such products (i) with payment terms longer than terms customarily offered for such products, (ii) at a greater discount from listed prices than customarily offered for such products, other than pursuant to a promotion of capital stock and A-G Tech shall advise Xxxx a nature previously used in Seller's ordinary course of business for such products, (iii) with shipment terms more favorable to a customer than shipment terms customarily offered for such products, (iv) in a quantity that is greater than the reasonable resale requirement of any solicitation made particular customer, or (v) in conjunction with other material benefits to A-G Tech by any third party a customer not previously offered in respect to any such discussion or negotiation; (7) without Xxxx’x prior written consent, enter into, renew, amend, modify or adopt any material agreement, commitment, license or lease; or (8) breach or violate or cause any Seller's ordinary course of the representations and warranties contained in Article 5 of this Agreement to be breached or violatedbusiness consistent with past practice.