Conduct of Seller. Without the prior written consent of Purchaser, between the date hereof and the Closing Date, Seller covenants and agrees that it shall:
(a) not, except as required or permitted pursuant to the terms hereof, make any change in the operation of the Product Line or the Assets or enter into any transaction with respect to the Product Line other than in the Ordinary Course;
(b) continue to operate the Product Line in the Ordinary Course consistent with past practice, provided, however, that Purchaser will not (i) acquire or dispose of, or grant a license with respect to any of the Assets, (ii) enter into, amend or terminate any other agreement affecting or relating to the Product Line or the Assets, (iii) make any capital expenditure, (iv) award any bonuses or salary increases, (v) pay any dividends or make any distributions to the holders of its capital stock, or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line.
(c) maintain the Assets in good operating condition and repair;
(d) preserve, protect and promote the Product Line;
(e) perform all obligations under the Contracts;
(f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it;
(g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable in the Ordinary Course consistent with past practices;
(h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith;
(i) not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Course;
(j) not terminate or modify, or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts;
(k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willing...
Conduct of Seller. Except as provided in the Transaction Documents, from the date of this Agreement until the Effective Time, except with the prior written consent of Buyer, Seller will conduct its business in the Ordinary Course of Business consistent with past practice, and will use its commercially reasonable best efforts to preserve intact its business organization and relationships with third parties and to keep available the services of its current officers and employees.
Conduct of Seller. From the date of this Agreement until the Closing Date, Seller agrees as to itself and its Subsidiaries that, except as otherwise contemplated by the Transaction Agreements or the Seller Disclosure Schedule, or as Buyer shall otherwise consent in writing:
Conduct of Seller. The Seller shall perform all Services pursuant to this Agreement diligently and in a timely manner. The Seller shall exercise the same care and diligence in providing the Services as it does providing similar Services for itself and/or its affiliates.
Conduct of Seller. 18 5.2 Tax Assessments and Audits.............................................20
Conduct of Seller. From the date hereof until Closing, without Purchaser's prior written consent, Seller will not (a) commit to make any capital expenditures with respect to the Division in excess of $500,000 in the aggregate (excluding expenditures made in connection with the building addition at the Division's facility in Jefferson, Wisconsin or the building addition at the Division's facility in Xxxxxxxx, Xxxxxxxx, Xxxxxxx); (b) except as permitted under section 10.07(l), increase the compensation or benefits payable to any employee of the Division; (c) enter into any material agreements relating to the Division with third parties outside the ordinary course of business or (d) otherwise take any action with respect to the Division outside the ordinary course of business. From the date hereof until Closing, Seller will maintain the Purchased Assets in a manner consistent with past practices.
Conduct of Seller. During the period between the signing of this Agreement and the Closing (the "Pre-Closing Period"), Seller agrees, except to the extent that Buyer will otherwise consent in writing, to carry on the Business in the Ordinary Course of Business. Seller will use commercially reasonable efforts to (i) preserve intact its current business organization, (ii) maintain its relations and good will with all suppliers, customers, landlords, creditors, employees and other Persons having business relationships with Seller in connection with the Business, and (iii) maintain, and make all necessary filings for the preservation of, the SSG Owned IP. Seller will not, without the prior written consent of Buyer: acquire or agree to acquire any assets or securities of any business or assets which would be material to the Business; sell or otherwise dispose of a material portion of the Purchased Assets (except for licenses granted in association with the sale of Products or otherwise in the Ordinary Course of Business); or take any action that would make any of the representations or warranties of Seller untrue or incorrect or result in any of the conditions to the transactions set forth in this Agreement not to be satisfied, or prevent Seller from performing, or cause Seller not to perform, its covenants hereunder.
Conduct of Seller. Following execution and delivery of this Agreement by all of the parties and until Closing is held hereunder, the Seller agrees that it shall conduct its business as it relates to the Contracts only in the ordinary course and shall (a) not pay any bonuses or extraordinary compensation to any employee or independent contractor or increase any such party’s compensation as it relates to their performance of services under the Contracts except in the ordinary course of business; (b) use its best efforts to preserve intact the legal efficacy of the Contracts and the goodwill of its employees, independent contractors, customers and others having business with it as that may relate to its performance of services under the Contracts; and (c) operate in the ordinary course of business and not enter into any extraordinary transactions or commitments as they may relate to the Contracts without the prior written consent of Purchaser.
Conduct of Seller. 41 Section 5.02. Other Offers.............................. 43 Section 5.03.
Conduct of Seller. Except as required by Law or as otherwise expressly permitted or specifically contemplated by this Agreement, Seller and Shareholders covenant and agree to, and to cause any Seller Party occupying, using or operating the Property to, during the period from the date of this Agreement until the earlier of either the Closing Date or the time that this Agreement is terminated by its terms, unless the other party shall otherwise agree in writing, conduct its business involving the Property in the usual and ordinary course of business.
(i) Without limiting the generality of the foregoing: Seller shall (and cause such Seller Parties to) (A) not transfer the Property or any portion thereof or create on the Property or any portion thereof any easements, liens, mortgages, encumbrances or other interests; (B) not enter into any agreements relating to the Property without Buyer’s written approval, at Buyer’s sole discretion; (C) in the ordinary course and consistent with past practice, continue to maintain and repair the Property in at least the manner which it has previously maintained and repaired the Property; (D) keep in effect the existing policies of public liability and hazard and extended coverage insurance insuring the Property; (E) comply in all material respects with all Laws or municipal ordinances, regulations, orders or requirements affecting the Property; (F) pay as agreed any amounts owing or due and payable to any holder of a mortgage or deed of trust encumbering all or any part of the Property; (G) pay all taxes, assessments, and utility charges (including all water and sewer service charges, and charges for gas, electric, telephone, data, and all other public utilities) with respect to the Property; and (H) not do anything to cause a change in the title to the Property except to cure title defects as permitted under this Agreement.
