Conduct of Seller Prior to Closing. (a) Except as otherwise expressly contemplated by this Agreement, during the period from the date hereof through the Closing Date, Seller shall conduct the Fund Business in the ordinary course, consistent with past practice, and to the extent consistent therewith (i) use commercially reasonable efforts to maintain the Fund and the Assets and to preserve its current relationships with Fund Investors, customers, employees, suppliers and others having business dealings with it with respect to the Fund Business, (ii) use commercially reasonable efforts to perform and comply with its Material Contracts and to comply with applicable Laws, (iii) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice, and (iv) use commercially reasonable efforts to preserve the goodwill and ongoing operations of the Fund Business.
Conduct of Seller Prior to Closing. The Seller shall not offer for sale or solicit or entertain offers to purchase its Stock prior to Closing.
Conduct of Seller Prior to Closing. From the date hereof through the Closing Date, Seller shall conduct the Business in the ordinary course and in accordance with past practice and shall not take any action inconsistent therewith, except as otherwise permitted by this Agreement or consented to by Buyer in writing. Without limiting the generality of the foregoing, Seller shall: (i) keep full and complete Books and Records (it being understood that Parent or Seller may begin the process of relocating Books and Records other than Purchased Books and Records); (ii) maintain in full force and effect the insurance policies heretofore maintained on the Purchased Assets (or policies providing substantially the same coverage); (iii) take such commercially reasonable action as may be necessary to preserve the Purchased Assets in good condition, normal wear and tear excepted; (iv) promptly advise Buyer in writing of any loss or threatened loss of a material vendor or customer of the Business or any other material adverse change in the Business or the Purchased Assets that has occurred; (v) use its commercially reasonable efforts to preserve the Business intact, and to preserve for Buyer the existing goodwill of vendors, customers and others having business relations with Seller in the conduct of the Business; and (vi) comply in all material respects with all Laws applicable to Seller in the conduct of the Business.
Conduct of Seller Prior to Closing. Seller covenants and agrees with ---------------------------------- Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld) and subject to Buyer's occupancy of the Real Property as lessee, Seller shall:
Conduct of Seller Prior to Closing. SELLER agrees that, except (a) as contemplated by this Agreement, (b) disclosed in the Schedules attached to this Agreement, (c) with the prior written consent of BUYER (which shall not be unreasonably withheld, conditioned or delayed), (d) as required by, arising out of, relating to, or resulting from the Bankruptcy Code, the Bankruptcy Case (including any debtor-in-possession financing and/or cash collateral order related thereto), the Bankruptcy Court, and (e) as otherwise required by law, after the date hereof and prior to the Closing Date SELLER shall use commercially reasonable efforts to operate in the ordinary course of business as conducted during the Bankruptcy Case.
Conduct of Seller Prior to Closing. During the period between the date hereof and the Closing, Seller shall operate the Business in the Ordinary Course of Business and shall use its reasonable efforts to preserve substantially intact the Purchased Assets. Seller will use commercially reasonable efforts to keep insurance policies currently maintained relating to the Business and the Purchased Assets, or suitable replacements therefor, in full force and effect until the Closing Date.
Conduct of Seller Prior to Closing. Seller covenants and agrees that from the date of this Agreement to Closing to conduct the Business only in the ordinary and usual course consistent with past practice; and Seller will not enter into any agreement or make any commitment related to the Business, except in the ordinary course of business and consistent with past practice.
Conduct of Seller Prior to Closing. Seller hereby covenants and agrees as follows (the fulfillment of which constitutes a condition precedent to Buyer's performance hereunder):
Conduct of Seller Prior to Closing. From the date of this Agreement until Closing and except as consented to by the Purchaser in writing, all property and other assets and rights now owned or used by the Seller will be preserved and maintained to the same extent and in the same condition as on the date of this Agreement, ordinary wear and tear excepted.
