CONDUCT OF PARTIES PENDING CLOSING. 3.1. Xxxxxx agrees that, with respect to the Assets, pending the Closing and except as otherwise agreed to in writing by Xxxxx:
(a) The business of Seller shall be conducted solely in the ordinary course consistent with past practice.
(b) Seller shall continue to maintain and service the tangible Assets in good working order such that they will be in proper working order at Closing.
(c) Seller will use its best efforts to maintain its relations and goodwill with its suppliers, customers and any others having business relations with it.
(d) Seller shall comply with all laws, ordinances, rules, regulations and orders applicable to it and to the conduct of its business and maintain in full force and effect until Closing all permits, licenses and other documents necessary to operate the system.
(e) Seller will promptly advise Buyer in writing of all events between the date hereof and Closing which could render any representation or warranty under the Agreement, if restated and republished as of Closing, untrue or incorrect in any material respect.
(f) Seller will promptly advise Buyer in writing promptly after Seller receives knowledge of the threat or commencement of any dispute, claim, action, suit, proceeding, arbitration or investigation against or involving the Assets or the sale and transfer thereof to Buyer, or of the occurrence of any event (exclusive of general economic factors affecting business in general) of a nature that is or may be materially adverse to the business, operations, properties, assets, prospects or condition (financial or otherwise) of Seller.
(g) Seller will conduct its business in such a manner that at the Closing the representations and warranties of Seller contained in this Agreement shall be true as though such representations and warranties were made on and as of such date. Furthermore, Seller will use its best efforts to cause all of the conditions to this Agreement to be satisfied on or prior to the Closing Date.
(h) Seller will provide Buyer with such financial and other reports of its business as Buyer may reasonably request.
(i) Seller will give to Buyer, its officers, employees, accountants, counsel and other representatives free and full access to and the right to inspect, during normal business hours, all of the premises, properties, assets, records, contracts and other documents relating to its business and operations, and shall permit them to consult with the officers, employees, accountants, counsel and agents of Se...
CONDUCT OF PARTIES PENDING CLOSING. 1. CONCENTRAX and PANGEA DESIGN each agree to give to the other and the authorized representatives of the other full access to all the premises and books and records of it and to furnish the other with such financial and operating data and other information with respect to the business and properties of it as the other shall from time to time request; provided, however, that any such investigation shall not affect any of the representations and warranties hereunder; and provided further, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the other. In the event of termination of this agreement, PANGEA DESIGN and CONCENTRAX will each return to the other all documents, work papers and other material obtained from the other in connection with the transactions contemplated hereby and will use all reasonable efforts to keep confidential any information obtained pursuant to this agreement unless such information is readily ascertainable from public or published information or trade sources.
2. Each of PANGEA DESIGN and CONCENTRAX shall use its best efforts to obtain the consent or approval of each person whose consent or approval shall be required in order to permit the SELLING PANGEA DESIGN SHAREHOLDERS or CONCENTRAX, as the case may be, to consummate the reorganization.
CONDUCT OF PARTIES PENDING CLOSING. 1. PROHEALTH and ADNAS each agree to give to the other and the authorized representatives of the other full access to all the premises and books and records of it and to furnish the other with such financial and operating data and other information with respect to the business and properties of it as the other shall from time to time request; provided, however, that any such investigation shall not affect any of the representations and warranties hereunder; and provided further, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the other. In the event of termination of this agreement, ADNAS and PROHEALTH will each return to the other all documents, work papers and other material obtained from the other in connection with the transactions contemplated hereby and will use all reasonable efforts to keep confidential any information obtained pursuant to this agreement unless such information is readily ascertainable from public or published information or trade sources.
2. Each of ADNAS and PROHEALTH shall use its best efforts to obtain the consent or approval of each person whose consent or approval shall be required in order to permit the SELLING ADNAS SHAREHOLDERS or PROHEALTH , as the case may be, to consummate the reorganization.
CONDUCT OF PARTIES PENDING CLOSING. 17 7.1 Conduct of LK Global Business Pending Closing. ..... 17 7.2 Conduct of Juno Pending Closing. ................... 17
CONDUCT OF PARTIES PENDING CLOSING. 8 7.1 Conduct of Hyaton Business Pending Closing......................8
CONDUCT OF PARTIES PENDING CLOSING. 7.1 CONDUCT OF ASPAC BUSINESS PENDING CLOSING. ASPAC and the ASPAC Stockholders, covenant that pending the Closing:
7.1.1 ASPAC's business will be conducted only in the ordinary course.
7.1.2 No change will be made in ASPAC's Certificate of Incorporation or bylaws, and no change will be made in ASPAC's issued shares of stock, other than such changes as may be first approved in writing by USA.
7.1.3 Neither ASPAC nor any of the Principal Stockholders of ASPAC (for purposes of this Agreement, a "Principal Stockholder of ASPAC" is defined as any stockholder holding more than 10% of the Company's common stock) will discuss or negotiate with any other corporation, firm or other person, or entertain or consider any inquiries or proposals relating to the possible disposition of its shares of capital stock, or assets of ASPAC.
7.1.4 Other than in the ordinary course of business, no contract or commitment will be entered into by or on behalf of ASPAC or indebtedness otherwise incurred, except with notice in writing to and approval by USA.
7.1.5 No dividends shall be declared, no stock bonuses or options shall be granted and no extraordinary increases in compensation to employees, including officers, shall be declared and no new employment agreement shall be entered into with officers or directors of ASPAC except with notice in writing to and approval by USA.
7.1.6 Except as otherwise requested by USA, ASPAC and the ASPAC Stockholders will use their best efforts to preserve ASPAC's business organization intact; to keep available to ASPAC the services of its present officers and employees; and to preserve the goodwill of those having business relations with ASPAC.
CONDUCT OF PARTIES PENDING CLOSING. 7.1. Green Dragon and Zeecol each agree to give to the other and the authorized representatives of the other full access to all the premises and books and records of it and to furnish the other with such financial and operating data and other information with respect to the business and properties of it as the other shall from time to time request; provided, however, that any such investigation shall not affect any of the representations and warranties hereunder; and provided further, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the other. In the event of termination of this agreement, Zeecol and Green Dragon will each return to the other all documents, work papers and other material obtained from the other in connection with the transactions contemplated hereby and will use all reasonable efforts to keep confidential any information obtained pursuant to this agreement unless such information is readily ascertainable from public or published information or trade sources.
7.2. Each of Zeecol and Green Dragon shall use its best efforts to obtain the consent or approval of each person whose consent or approval shall be required in order to permit the Zeecol Shareholders or Green Dragon, as the case may be, to consummate the transactions contemplated in this Agreement (including the Merger).
CONDUCT OF PARTIES PENDING CLOSING. 7.1 Conduct of Hyaton Business Pending Closing. Hyaton covenants that pending the Closing Date:
a. Hyaton's business will be conducted only in the ordinary course.
b. No change will be made in Hyaton's Articles of Incorporation or Bylaws other than such changes as may be first approved in writing by Kafus.
c. Hyaton will not consider any inquiries or proposals relating to the possible merger or reorganization of Hyaton or its assets, except to the extent that they may be legally obligated to do so in which case Kafus would be notified in writing.
d. No contract or commitment will be entered into by or on behalf of Hyaton or indebtedness otherwise incurred, except with the prior written approval by Kafus.
e. No dividends shall be declared, no stock bonuses or options shall be granted, and no increases in compensation to employees, including officers, shall be declared and no new employment agreements shall be entered into with officers or directors of Hyaton, except with prior written approval by Kafus.
f. Subject to the protection provided by Section
CONDUCT OF PARTIES PENDING CLOSING. 1. AQUA MOTION and the CONTROLLING ROAST SHAREHOLDERS each agree to give to the other and the authorized representatives of the other full access to all the premises and books and records of AQUA MOTION and ROAST, as the case may be, and to furnish the other with such financial and operating data and other information with respect to the business and properties of AQUA MOTION and ROAST, as the case may be, as the other shall from time to time request; provided, however, that any such investigation shall not affect any of the representations and warranties hereunder; and provided further, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of AQUA MOTION or ROAST, as the case may be. In the event of termination of this agreement, each party will each return to the other all documents, work papers and other material obtained from the other in connection with the transactions contemplated hereby and will use all reasonable efforts to keep confidential any information obtained pursuant to this agreement unless such information is readily ascertainable from public or published information or trade sources.
2. Each of ROAST and the CONTROLLING ROAST SHAREHOLDERS shall use their best efforts to obtain the consent or approval of each person whose consent or approval shall be required in order to permit the CONTROLLING ROAST SHAREHOLDERS or AQUA MOTION, as the case may be, to consummate the reorganization.
CONDUCT OF PARTIES PENDING CLOSING. 48 6.1 Conduct and Preservation of Business . . . . . . . . . . . . . 48 6.2
