Common use of Conduct of the Business Pending the Closing Clause in Contracts

Conduct of the Business Pending the Closing. (a) Except (1) as set forth on Schedule 8.2(a), (2) as required by applicable Law, or (3) with the prior written consent of Purchaser in its sole and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers shall:

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Real Estate Partners L P), Asset Purchase Agreement, Asset Purchase Agreement (Westpoint Stevens Inc)

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Conduct of the Business Pending the Closing. From the date hereof and until the Closing, except (a) Except (1A) as set forth on Schedule 8.2(a)7.2, (2B) as required by applicable Law, (C) as otherwise contemplated by this Agreement or (3D) with the prior written consent of Purchaser in its sole and absolute discretion(which consent shall not be unreasonably withheld, during the period from the date of this Agreement to and through the Closing Date, Sellers shall:delayed or conditioned):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Oneok Inc /New/), Purchase Agreement (Oneok Inc /New/), Purchase Agreement (Oneok Inc /New/)

Conduct of the Business Pending the Closing. (a) Except (1) as otherwise contemplated by this Agreement, as set forth on in Section 6.2 of the Company Disclosure Schedule 8.2(a), (2) as required by applicable Lawand except for the Permitted Transactions, or (3) with the prior written consent of Purchaser in its sole and absolute discretionPurchaser, during the period which consent shall not be unreasonably withheld, from the date of this Agreement to and through hereof until the Closing Date, Sellers shall:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Westpoint Stevens Inc), Stock Purchase Agreement (Dyersburg Corp)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1I) as set forth on Schedule 8.2(a7.2(a), (2II) as required by applicable Law, (III) as otherwise contemplated by this Agreement or (3IV) with the prior written consent of Purchaser in its sole (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and absolute discretion, during shall cause the period from the date of this Agreement to and through the Closing Date, Sellers shallSubsidiaries to:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Bailey Lee Ann), Stock Purchase Agreement (Sixx Holdings Inc)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Seller Schedule 8.2(a)7.2, (2ii) as required by applicable Law, (iii) as otherwise contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in its sole and absolute discretion(which consent shall not be unreasonably withheld or delayed), during Seller shall, solely as it relates to the period from the date of this Agreement to and through the Closing Date, Sellers shallBusiness:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Attis Industries Inc.), Asset Purchase Agreement (Attis Industries Inc.)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a7.2(a), (2ii) as required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause its sole and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers shallSubsidiaries to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Activant Solutions Inc /De/), Termination and Release Agreement (Activant Solutions Inc /De/)

Conduct of the Business Pending the Closing. (a) Except (1i) as expressly required by this Agreement, (ii) as set forth on Schedule 8.2(a)Section 7.2 of the Company Disclosure Schedule, (2iii) as required by applicable Law, Law or (3iv) with the prior written consent of Purchaser in its sole and absolute discretionBuyer, which consent shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to and through until the earlier of the Closing Date, Sellers shalland the termination of this Agreement in accordance with Article IX:

Appears in 1 contract

Samples: Stock Purchase Agreement (Envision Healthcare Corp)

Conduct of the Business Pending the Closing. From the date hereof and until the Closing, except (a) Except (1A) as set forth on Schedule 8.2(a)7.2 of the Disclosure Schedules, (2B) as required by applicable Law, (C) as otherwise contemplated by this Agreement or (3D) with the prior written consent of Purchaser in its sole and absolute discretion(which consent shall not be unreasonably withheld, during the period from the date of this Agreement to and through the Closing Date, Sellers shall:delayed or conditioned):

Appears in 1 contract

Samples: Stock Purchase Agreement (Lin Television Corp)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1) as set forth on Schedule 8.2(a), (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement or (34) with the prior written consent of Purchaser in its sole (which consent shall not be unreasonably withheld, delayed or conditioned), SVCMC (and, except with respect to clauses (ii), (viii), (ix) and absolute discretion(x) below, during the period from the date of this Agreement to and through the Closing Date, Sellers PCs) shall:

Appears in 1 contract

Samples: Asset Purchase Agreement

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1I) as set forth on Schedule 8.2(a)8.2, (2II) as required by applicable Law, (III) as otherwise contemplated by this Agreement (including, without limitation, Section 8.14) or (3IV) with the prior written consent of Purchaser in its sole (which consent shall not be unreasonably withheld, delayed or conditioned), each Seller shall and absolute discretion, during shall cause the period from the date of this Agreement to and through the Closing Date, Sellers shallCompanies to:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Iron Mountain Inc)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a)6.2, (2ii) as required by applicable Law, (iii) as otherwise contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in (which consent shall not be unreasonably withheld), Parent shall cause the Company and its sole and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers shallSubsidiaries to:

Appears in 1 contract

Samples: Sale and Purchase Agreement (Neenah Paper Inc)

Conduct of the Business Pending the Closing. (a) Except (1) as otherwise expressly provided in this Agreement, as set forth on Schedule 8.2(a)6.2, (2) as required by applicable Law, Law or (3) any Contract in effect on the date of this Agreement or with the prior written consent of Purchaser in its sole and absolute discretion(such consent not to be unreasonably withheld, during the period from conditioned or delayed), between the date hereof and the Closing (or the earlier termination of this Agreement to and through Agreement), the Closing Date, Sellers Company shall:

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Brokerage, Inc.)

Conduct of the Business Pending the Closing. (a) Except (1) as otherwise expressly provided by this Agreement, as set forth on Schedule 8.2(a6.2(a), (2) as required by applicable Lawor in connection with the transactions contemplated hereby, or (3) with the prior written consent of Purchaser in its sole and absolute discretionBuyer, during the period from which consent will not be unreasonably withheld, conditioned or delayed, between the date of this Agreement to hereof and through the Closing DateClosing, Sellers and the Company shall:

Appears in 1 contract

Samples: Stock Purchase Agreement (Blucora, Inc.)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a)8.2, (2ii) as required by applicable Law, (iii) as otherwise contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in its sole (which consent shall not be unreasonably withheld, delayed or conditioned), Parent, Seller and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers Company shall:

Appears in 1 contract

Samples: Stock Purchase Agreement (Viasystems Inc)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a), (2ii) as required by applicable Law, (iii) as otherwise contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause its sole and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers shallSubsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monsanto Co /New/)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a)8.2, (2ii) as required by applicable Law, (iii) as otherwise contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause its sole and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers shallSubsidiaries to:

Appears in 1 contract

Samples: Stock Purchase Agreement (Wabash National Corp /De)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a7.2(a), (2ii) as required by applicable Law, (iii) as expressly contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause its sole and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers shallSubsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Serena Software Inc)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a), (2ii) as required by applicable Law, (iii) as otherwise contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause its sole and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers shallSubsidiaries to:

Appears in 1 contract

Samples: Stock Purchase Agreement (Monsanto Co /New/)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a)9.2, (2ii) as required by applicable Law, (iii) as otherwise contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in its sole (which consent shall not be unreasonably withheld, delayed or conditioned), the Company and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers shallLLC shall each:

Appears in 1 contract

Samples: Securities Purchase Agreement (Brady Corp)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a)8.2, (2ii) as required by applicable Law, (iii) as otherwise contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in its sole and absolute discretion, during the period from the date of this Agreement to and through the Closing Date(which consent shall not be unreasonably withheld or delayed), Sellers shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Headwaters Inc)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1) as set forth on Schedule 8.2(a), (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement or (34) with the prior written consent of Purchaser in its sole and absolute discretion(which consent shall not be unreasonably withheld, during the period from the date of this Agreement to and through the Closing Datedelayed or conditioned), Sellers Seller shall:

Appears in 1 contract

Samples: Asset Purchase Agreement

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Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1I) as set forth on Schedule 8.2(a), (2II) as required by applicable Law, (III) as otherwise contemplated by this Agreement (including the Reorganization) or (3IV) with the prior written consent of Purchaser in its sole (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and absolute discretion, during shall cause the period from the date of this Agreement to and through the Closing Date, Sellers shallSubsidiaries to:

Appears in 1 contract

Samples: Stock Purchase Agreement (Dynegy Inc.)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a)7.2, (2ii) as required by applicable Law, (iii) as otherwise contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in its sole (which consent shall not be unreasonably withheld or delayed), Parent and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers Seller shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Gentek Inc)

Conduct of the Business Pending the Closing. (a) Except (1) From the date hereof and until the Closing, except as set forth on Schedule 8.2(a)7.2, (2) as required by applicable Law, as otherwise expressly contemplated by this Agreement or (3) with the prior written consent of Purchaser in its sole and absolute discretion(which consent shall not be unreasonably withheld, during the period from the date of this Agreement to and through the Closing Date, Sellers shall:delayed or conditioned):

Appears in 1 contract

Samples: Securities Purchase Agreement (Univar Solutions Inc.)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1i) as set forth on Schedule 8.2(a7.2(a)(i), (2ii) as expressly required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement or (3iv) with the prior written consent of Purchaser in (which consent shall not be unreasonably withheld or delayed), the Company shall, and, as applicable, cause its sole and absolute discretion, during the period from the date of this Agreement to and through the Closing Date, Sellers shallSubsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (PAETEC Holding Corp.)

Conduct of the Business Pending the Closing. (a) Except (1A) as set forth on Schedule 8.2(a)Section 6.2 of the Disclosure Schedule, (2B) as required by applicable Law, (C) as otherwise contemplated by this Agreement, or (3D) with the prior written consent of the Purchaser in its sole and absolute discretion(which consent may be withheld, during the period from the date of this Agreement to and through the Closing Date, Sellers shall:delayed or conditioned):

Appears in 1 contract

Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.)

Conduct of the Business Pending the Closing. Prior to the Closing, except (a) Except (1) as set forth on Schedule 8.2(a)7.2, (2b) as required by applicable Law, (c) as otherwise expressly contemplated by this Agreement or (3d) with the prior written consent of Purchaser in its sole and absolute discretion(which consent shall not be unreasonably withheld, during the period from the date of this Agreement to and through the Closing Datedelayed or conditioned), Sellers shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Thestreet, Inc.)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing Date, except (1I) as set forth on Schedule 8.2(a)7.2, (2II) as reasonably determined jointly by Seller and Purchaser to be required by applicable Law, (III) as otherwise contemplated by this Agreement or (3IV) with the prior written consent of Purchaser in its sole and absolute discretion(which consent shall not be unreasonably withheld, during the period from the date of this Agreement to and through the Closing Dateconditioned or delayed), Sellers Seller shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Industries Inc /New/)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1I) as set forth on Schedule 8.2(a)8.2, (2II) as required by applicable Law, (III) as otherwise contemplated by this Agreement or (3IV) with the prior written consent of Purchaser in its sole (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and absolute discretion, during shall cause the period from the date of this Agreement to and through the Closing Date, Sellers shallSubsidiaries to:

Appears in 1 contract

Samples: Stock Purchase Agreement (Mattel Inc /De/)

Conduct of the Business Pending the Closing. (a) Except From the date hereof until the Closing, except (1i) as set forth on in Schedule 8.2(a5.2(a), (2ii) as required otherwise contemplated by applicable Law, this Agreement or (3iii) with the prior written consent of Purchaser in its sole and absolute discretionthe Acquiror (which consent shall not be unreasonably withheld) or delayed, during the period from the date of this Agreement to and through the Closing Date, Sellers Company shall:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Energy Industries Inc)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1I) as set forth on Schedule 8.2(a)8.2, (2II) as required by applicable Law, (III) as otherwise contemplated by this Agreement or (3IV) with the prior written consent of Purchaser in its sole and absolute discretion(which consent shall not be unreasonably withheld, during delayed or conditioned), the period from the date of this Agreement to and through the Closing Date, Sellers Company shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Resource America Inc)

Conduct of the Business Pending the Closing. (a) Except From the date hereof and until the Closing (1the “Pre-Closing Period”), except (A) as set forth on Schedule 8.2(a7.2(a), (2B) as required by applicable Law, including Applicable Competition Laws, (C) as otherwise expressly contemplated by this Agreement or (3D) with the prior written consent of Purchaser in its sole and absolute discretion(which consent shall not be unreasonably withheld, during the period from the date of this Agreement to and through the Closing Date, Sellers shall:delayed or conditioned):

Appears in 1 contract

Samples: Share Purchase Agreement (Glatfelter P H Co)

Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1I) as set forth on Schedule 8.2(a)7.2, (2II) as reasonably determined by Seller and Purchaser to be required by applicable Law, (III) as otherwise contemplated by this Agreement or (3IV) with the prior written consent of Purchaser in its sole and absolute discretion(which consent shall not be unreasonably withheld, during the period from the date of this Agreement to and through the Closing Dateconditioned or delayed), Sellers Seller shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Industries Inc /New/)

Conduct of the Business Pending the Closing. (a) Except (1) as set forth on Schedule 8.2(a), (2) as required otherwise expressly contemplated by applicable Law, this Agreement or (3) with the prior written consent of Purchaser in its sole and absolute discretionBuyer (which consent shall not be unreasonably withheld, during the period delayed or conditioned) or except as described on Schedule 6.3 attached hereto, from the date of this Agreement to and through hereof until the Closing Date, none of the Sellers shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Calpian, Inc.)

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