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. Without the prior written consent of Purchaser, between the date hereof and the Closing Date, Seller covenants and agrees that it shall:
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. Except (i) as may be approved in advance by BUYER in writing, or (ii) as is otherwise required by this Agreement, during the period from the date of this Agreement until the earlier of (x) the Closing Date, and (y) the date this Agreement is terminated in accordance with its terms: (A) SELLER shall use commercially reasonable efforts to maintain the Premises (including, without limitation, pumps, culverts, canals, ditches and other irrigation and drainage infrastructure) according to the ordinary course of business consistent with past practices, (B) to the extent that Closing has not yet occurred, commence and continue through Closing the applicable sugar and citrus farming operations, all as and to the extent applicable and typically performed by SELLER in the ordinary course of business consistent with past practices and (C) in addition to, and not in limitation of the covenants set forth in the foregoing clauses (A)-(B) of this paragraph, none of SELLER shall, directly or indirectly, do any of the following:
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. 22 5.2 Tax Assessments and Audits...........................................24
Conduct of Seller. From the date hereof until the Closing Date, ----------------- Seller shall conduct its businesses in the ordinary course consistent with past practices and use their best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, Seller will not:
Conduct of Seller. From the date hereof until the Initial Closing, except as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall conduct the Business in the ordinary course of business consistent with past practice, and use commercially reasonable efforts to maintain and preserve intact the current business of Seller and to preserve the rights, franchises, goodwill and relationships of its employees, customers and others having business relationships with the Business. Without limiting the foregoing, from the date hereof until the Initial Closing, Seller shall: (A) preserve and maintain all licenses, permits, franchises, approvals, consents and other authorizations required for Seller to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, the Regulatory Assets, (B) pay the debts, taxes and other obligations of the Business when due, except as may be contested by Seller in good faith, (C) maintain the Purchased Assets in the condition thereof as of the date of this Agreement, subject to reasonable wear and tear, and (D) perform all of its obligations, in all material respects, under all Assigned Contracts, except such obligations as may be contested in good faith by Seller.
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.
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,
