Conduct of the Business Following the Closing. Following the Closing, Buyer shall be entitled to conduct the Business in such manner in its sole discretion as it may deem appropriate from time to time.
Conduct of the Business Following the Closing. On or prior to the Closing Date, the Seller Responsible Parties shall deliver an executed letter of instruction to all of the Seller’s customers and distributors notifying such parties of the consummation of the transactions contemplated hereby and specifically instructing all customers to remit payment relating to the Purchased Assets directly to the Buyer. In the event the Seller receives payments from any customer with respect to any accounts receivable which are part of the Purchased Assets, the Seller shall hold such funds in trust for the benefit of the Buyer and immediately turnover such receipts to the Buyer.
Conduct of the Business Following the Closing. (a) Subject to the terms and conditions of the Transaction Documents, following the Closing, Acquiror, in its capacity as the sole shareholder of the Company, shall be entitled to conduct the Business of the Company and the Company’s Subsidiaries (i) until December 31, 2006, in accordance with Schedule 6 of the Offer Letter, and (ii) from and after January 1, 2007, in such manner in its discretion as it may deem appropriate from time to time.
(b) Acquiror shall promptly pay to the appropriate authorities and be responsible for the Stamp Tax incurred in connection with the Transactions.
(c) The Company shall pay and the Acquiror shall cause the Company to pay all Company Transaction Expenses on or prior to the later to occur of (i) the Closing Date, if invoices in respect of such Company Transaction Expenses have been provided to the Company and Acquiror three (3) Business Days prior to the Closing Date, or (ii) the third (3rd) Business Day after the date of delivery to the Company and Acquiror of an invoice in respect thereof. In the event the Company shall be prohibited from making any such payment of Company Transaction Expenses pursuant to Irish Law, Acquiror shall, or shall cause one of its Affiliates, to make such payments at the relevant times.
(d) In the event that, following the Closing, Acquiror shall make an election under Section 338 of the Code with respect to the Company or any Subsidiary of the Company, Acquiror shall indemnify certain affected Shareholders as provided in Schedule 7 to the Offer Document. For this purpose, “Shareholders” shall include any person included as an “Election Indemnified Party” in Schedule 7 to the Offer Document.
Conduct of the Business Following the Closing. The Seller covenants that the Seller shall collect its receivables and payments under any Contracts in accordance with past business practices and not negotiate for or accept advance payments nor accelerate the collection of any such receivables or payments. On or prior to the Closing Date, the Seller shall deliver an executed letter of instruction, in the form of Exhibit A attached hereto, to all of the Seller’s customers and distributors notifying such parties of the consummation of the transactions contemplated hereby and specifically instructing all customers to remit payment relating to the Purchased Assets directly to the Buyer. In the event the Seller receives payments from any customer with respect to any accounts receivable which are part of the Purchased Assets, the Seller shall hold such funds in trust for the benefit of the Buyer and immediately turnover such receipts to the Buyer.
Conduct of the Business Following the Closing. The Shareholders acknowledge that the Board of Directors of each of the Wackenhut Subsidiaries shall have ultimate managerial authority over the business and operations of each of the Wackenhut Subsidiaries following the Closing Date, and shall, by way of example, have control over such decisions as the incurrence of indebtedness, making of any capital expenditures, entering into any long-term arrangements and making any long-term commitments and shall have the right to impose restrictions on the geographic areas in which the Wackenhut Subsidiaries may solicit business or establish offices or sales representative arrangements. Notwithstanding anything to the contrary set forth herein, the Wackenhut Subsidiaries shall not open any new offices on or prior to the earlier of December 31, 2000 or the payment in full of any Accelerated Earnout Payments required to be paid pursuant to SECTION 2.4(H) without the prior written consent of Wackenhut and both of the Shareholders (PROVIDED, HOWEVER, that the consent of the Shareholders shall not be required for the opening of a new office by any other Affiliate of Wackenhut).
Conduct of the Business Following the Closing. Each of the Seller Responsible Parties covenants that the Seller shall collect its receivables and payments under any Contracts in accordance with past business practices and not negotiate for or accept advance payments nor accelerate the collection of any such receivables or payments. On or prior to the Closing Date, the Seller Responsible Parties shall deliver an executed letter of instruction, in the form of Exhibit C attached hereto, to all of the Seller’s customers and distributors notifying such parties of the consummation of the transactions contemplated hereby and specifically instructing all customers to remit payment relating to the Purchased Assets directly to the Buyer. In the event the Seller receives payments from any customer with respect to any accounts receivable which are part of the Purchased Assets, the Seller shall hold such funds in trust for the benefit of the Buyer and immediately turnover such receipts to the Buyer.
Conduct of the Business Following the Closing. Nextera and Canadian Buyer agree to maintain the consulting service offerings of Sibson Canada in substantially the same form as such service offerings existed immediately prior to the Closing; provided, however, that Canadian Buyer (i) may make available additional service offerings and (ii) may eliminate existing service offerings if the gross revenues and/or net profits derived from such offerings are determined by Nextera and Canadian Buyer to be inadequate to maintain such service offerings.
Conduct of the Business Following the Closing. (a) Buyer and Nextera agree to maintain the consulting service offerings of Seller in substantially the same form as such service offerings existed immediately prior to the Closing; provided, however, that Buyer and Nextera (or the entity controlled by Nextera which provides such service offerings) (i) may make available additional service offerings and (ii) may eliminate existing service offerings if the gross revenues and/or net profits derived from such offerings are determined by Nextera to be inadequate to maintain such service offerings.
(b) Buyer and Nextera hereby confirm that as of the date hereof they intend (i) to use the "Sibson & Company, L.L.C., a Nextera Company" name in its worldwide operations, (ii) to cause Buyer (or some other entity controlled by Nextera) to conduct the Business for the foreseeable future and (iii) to cause Buyer or such other entity that conducts the Business to lead human capital consulting for Nextera and its Subsidiaries. The parties acknowledge that the intention of Buyer and Nextera with respect to this Section 7.8(b) is not a binding commitment on the part of Buyer or Nextera.
Conduct of the Business Following the Closing. On and after the Closing, Seller shall be responsible for coordinating the physical removal of any Excluded Assets and Specimens (other than those in respect of the Business) located at the Facilities, at its sole cost and expense, including, without limitation, the costs and risks associated with the equipment, storage, shipping and transfer of such Excluded Assets and Specimens to Seller’s offices and other facilities, or another location chosen by Seller.
Conduct of the Business Following the Closing. (a) If requested following the Closing, the Seller Responsible Parties shall deliver an executed letter of instruction to all of the Seller’s customers and distributors notifying such parties of the consummation of the transactions contemplated hereby and specifically instructing all customers to remit payment relating to the Purchased Assets directly to the Buyer. In the event the Seller receives payments from any customer with respect to any accounts receivable which are part of the Purchased Assets, the Seller shall hold such funds in trust for the benefit of the Buyer and immediately turnover such receipts to the Buyer.
(b) The parties hereto recognize that the list of payables attached as Schedule 1.4(a) is preliminary, and may not include payables for which invoices have not been received as of the date hereof. Therefore, the Seller Responsible Parties shall reconcile, within thirty (30) days following the Closing, or at such mutually agreeable later date: (i) the amount of the payables and/or expenses being assumed by Buyer pursuant to this Agreement as of the Closing Date; and (ii) the amount of the accounts receivable and other customer and/or supplier payments relating to the Purchased Assets as of the Closing Date. Any amounts due from Seller to Buyer, or from Buyer to Seller as a result of such reconciliation shall be promptly paid by the owing party.
(c) Following the Closing, as soon as practicable the Seller shall file a certificate of amendment with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania changing the name of Seller to a name not containing any derivative of the trade names being acquired by Buyer hereunder.
