Conduct of Seller Pending Closing. Prior to the Closing Date hereunder or the earlier termination of this Agreement, except to the extent that the Buyer shall otherwise consent in writing or as required by applicable Laws, the Seller shall:
(a) conduct its business activities related to the Assets in the ordinary course and consistent with the past practice of the Seller;
(b) not sell, dispose of, or encumber any Assets, or enter into or terminate any contract, agreement, commitment, or arrangement with respect to any of the Assets, except in the ordinary course and consistent with the past practice of the Seller; and
(c) preserve intact the Assets and the goodwill associated therewith, and its relationships with Enrollees (subject to the rights of Enrollees to disenroll or change plans or providers), providers, vendors, and others having material business relationships with the Assets, except in the ordinary course and consistent with the past practice of the Seller.
Conduct of Seller Pending Closing. Seller covenants that, between the date hereof and the date of ------------------------------------ Closing:
(a) Seller's business will be conducted only in the ordinary course of business;.
(b) Except as otherwise requested by Buyer, Seller will preserve for Buyer the goodwill of Seller's suppliers, customers and others having business relations with Seller.
(c) Buyer, its agents, attorneys and representatives shall have full access to the Assets for purposes of inspecting the same or any part thereof at such times as they shall reasonably request during normal business hours. Seller shall furnish to Buyer all information with respect to the Assets or Business of Seller as Buyer may from time to time request.
(d) As of the close of business on the Closing Date, Seller shall terminate the employment off all of its employees, of which Xxxxxx Xxxx shall be hired by Buyer, and Seller shall bear all liabilities, costs and expensed incident to the termination of such employees including any fees by the employee leasing company.
Conduct of Seller Pending Closing. Seller agrees from the date hereof until the Closing, unless otherwise consented to by TJC in writing: (1) Seller will take such action as necessary to maintain, preserve, renew and keep in full force and effect the existence, rights, licenses, permits and authorizations of the Georgia RDA; (2) Seller will use its best efforts to preserve and maintain the Georgia RDA; and (3) Seller will comply with all laws, compliance with which is required for the valid consummation of the transactions contemplated by this Agreement.
Conduct of Seller Pending Closing. Seller covenants and agrees with Purchaser as follows:
Conduct of Seller Pending Closing. Prior to the Closing Date hereunder or the earlier termination of this Agreement, except to the extent that the Buyer shall otherwise consent in writing, the Seller shall:
(a) conduct its business activities related to the Assets in the ordinary course and consistent with the past practice of the Seller;
(b) not sell, dispose of, or encumber any Assets, or enter into or terminate any contract, agreement, commitment, or arrangement with respect to any of the Assets, except in the ordinary course and consistent with the past practice of the Seller; and
(c) preserve intact the Assets and the goodwill associated therewith, and its relationships with Enrollees, providers, vendors, and others having material business relationships with the Assets.
Conduct of Seller Pending Closing. Seller covenants that from the date hereof to the Closing Date, except as otherwise consented to in writing by Buyer, Seller will:
5.1.1. Not (a) in any manner deal with, incur obligations with respect to, or undertake any transactions relating to the Oil and Gas Properties other than transactions (i) in the normal, usual and customary manner, (ii) of a nature and in an amount consistent with prior practice, and (iii) in the ordinary and regular course of business; (b) dispose of or further encumber the Oil and Gas Properties; or (c) waive, compromise or settle any right or claim that would adversely affect the ownership or value of the Oil and Gas Properties.
5.1.2. Notify Buyer within five (5) Business Days (but in no event later than two (2) Business Days prior to Closing) of the discovery by Seller that any representation or warranty of Seller or Buyer contained in this Agreement is, becomes or will be untrue in any material respect on the Closing Date.
5.1.3. Notify Buyer within five (5) Business Days (but in no event later than two (2) Business Days prior to Closing) of the discovery by Seller that any of the Exhibits are incomplete or become untrue in any material respect on or before Closing and provide corrections to such Exhibits.
5.1.4. Not solicit from any third party any proposals or offers, or enter into any negotiations relating to the disposition of the Oil and Gas Properties.
Conduct of Seller Pending Closing. Seller agrees from the date hereof until the Closing, unless otherwise consented to by TJC in writing: (1) Seller will take such action as necessary to maintain, preserve, renew and keep in full force and effect the existence, rights, licenses, permits and authorizations of the North Carolina RDA; (2) Seller will use its best efforts to preserve and maintain the North Carolina RDA; and (3) Seller will comply with all laws, compliance with which is required for the valid consummation of the transactions contemplated by this Agreement.
Conduct of Seller Pending Closing. During the period from the Effective Date until the Closing Date, the Seller hereby covenants and agrees to continue to conduct the business of the Seller at the Branson Branch in the ordinary course of business and consistent with past practice. Seller shall maintain its present insurance coverage as it relates to the Subject Property through the Closing Date.
Conduct of Seller Pending Closing. Shareholder, OG and COC shall (and Shareholder shall cause each of them to) comply with the following covenants from the date of this Agreement until the consummation of the Closing.
Conduct of Seller Pending Closing
