Conduct of the Business Prior to Closing Clause Samples

Conduct of the Business Prior to Closing. Except (a) as required by Legal Rules, (b) as contemplated by this Agreement, or (c) as consented to by Buyer (which consent shall not be unreasonably withheld or delayed), between the date hereof and the Closing Date, Seller shall operate the Business in a manner substantially consistent with Seller’s current practices (subject to, and except as modified by, compliance with the following negative and affirmative covenants):

Conduct of the Business Prior to Closing. (a) Until the Closing or the earlier termination of this Agreement in accordance with its terms, and except for Dispensaries assignment of ownership of the CAT Generator to the Company and the Company’s assumption of the CAT Generator Contractor which the Company and Dispensaries will consummate prior to the Closing (collectively, the “CAT Related Internal Transaction”), the Company shall: (i) conduct its business (including the Business) in the Ordinary Course of Business, (ii) use reasonable best efforts consistent with past practices to preserve its business organization and goodwill, keep available the services of its officers, employees and consultants and maintain satisfactory relationships with customers, vendors and others having business relationships with it, (iii) subject to applicable Laws, confer on a regular and frequent basis with Representatives of Parent to report operational matters and the general status of ongoing operations as requested by Parent, (iv) comply with applicable Law, (v) pay its debts and Taxes when due (subject to good faith disputes over such debts or Taxes), (vi) maintain and operate its properties in a good and workmanlike manner in the Ordinary Course of Business, and (vii) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner in the Ordinary Course of Business. (b) Without limiting the foregoing and except for the CAT Related Internal Transaction, the Company covenants and agrees that, without the prior written consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed, until the Closing or the earlier termination of this Agreement in accordance with its terms, the Company shall not, and the Sellers shall cause the Company not to: (i) issue, purchase or sell any membership units or other Equity of the Company or grant or make any option, subscription, warrant, call, commitment or agreement of any character in respect of any such membership units, capital stock or other Equity; (ii) lease, license, assign, sell, transfer or otherwise dispose of any of its properties, rights, businesses or assets (including by merger, consolidation or acquisition of stock or assets) excluding in all cases sales of assets, inventory and/or obsolete equipment in the Ordinary Course of Business; (iii) adopt any plan of merger, consolidation, reorganization, liquidation or dissolution; (iv) create, incur, assume...

Conduct of the Business Prior to Closing. (a) Between the date hereof and the Closing or the earlier termination of this Agreement in accordance with its terms, unless otherwise approved in writing by Investor, the Company shall, and shall cause each of its Subsidiaries to: (i) maintain their legal existence and business organization; (ii) use commercially reasonable best efforts to (A) preserve the business of the Company Group as currently conducted in all material respects, (B) retain their material Permits, (C) maintain and preserve intact in all material respects their business relationships with material customers, suppliers, vendors, service providers, personnel and others having business relations with them, and (D) retain the services of their present officers and key employees, in each case, such that their goodwill and ongoing business shall be unimpaired in all material respects at the Closing Date; (iii) use commercially reasonable best efforts to maintain their facilities and assets in substantially the same state of repair, order and condition as they were on the date hereof, except for reasonable wear and tear and acts of God; (iv) maintain their books and records in accordance with past practice, and use commercially reasonable best efforts to maintain in full force and effect all insurance policies (or obtain suitable replacement policies providing substantially the same or better combined coverage and containing terms and conditions substantially the same as, or better than, the coverage most recently maintained by the Company Group), except for changes to such policies made in the ordinary course of business; (v) take all actions, execute all documents, and make all filings, in each case, reasonably necessary to cause each applicable Governmental Authority to identify a member of the Company Group as the owner of record of all Registered IP; and (vi) conduct their business in all material respects in the ordinary course consistent with past practice (including, without limitation, with respect to the collection of receivables, the payment of payables and the making of capital expenditures). (b) Between the date hereof and the Closing or the earlier termination of this Agreement in accordance with its terms, unless otherwise approved in writing by Investor, the Company shall not, and shall cause each of its Subsidiaries not to: (i) effect any change to their certificates of incorporation, certificates of formation or certificates of limited partnership, and to their bylaws, limi...

Conduct of the Business Prior to Closing. 7.1.1. Except as contemplated by this Agreement, from the date of this Agreement until the Closing, the Seller will, and will cause its Subsidiaries to: (a) operate the Business only in the Ordinary Course of Business; (b) maintain insurance for the Business reasonably comparable to that in effect on the Execution Date; (c) comply in all material respects with all Legal Requirements and contractual obligations applicable to the Business and the Transferred Assets; (d) use commercially reasonable efforts to, (x) preserve intact the Business in all material respects, and (y) preserve intact, in all material respects, the ordinary and customary relationships with customers, suppliers and other third parties having business relationships with it relating to the Business. 7.1.2. Without the written consent of Purchaser, which Purchaser will not unreasonably withhold, delay or condition, except as contemplated by this Agreement, from the Execution Date until the Closing, the Seller will, and will cause its Subsidiaries to refrain from taking any action which if taken after June 30, 2010 and prior to the Execution Date would have been required to be disclosed on Schedule 5.7. 7.1.3. Nothing contained in this Agreement shall give Purchaser, directly or indirectly, the right to control or direct the operations of the Business prior to the Closing, to the extent such right would violate applicable Legal Requirements. Prior to the Closing, Seller and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the operations of the Business.

Conduct of the Business Prior to Closing. During the period commencing as of the date hereof and continuing until the earlier of the termination of this Agreement in accordance with Article VIII or the Closing (the “Interim Period”), each Company shall, except (a) as set forth on Schedule 6.1, (b) as required by applicable Law, or (c) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), conduct its business in the Ordinary Course of Business (including not taking any action described in Section 4.8), and, to the extent consistent therewith, each Company shall use its commercially reasonable efforts to (i) preserve substantially intact its business, operations and properties, and (ii) maintain the current relationships with its customers, suppliers and distributors, employees, licensors, licensees and other Persons having business relationships with such Company.

Conduct of the Business Prior to Closing. From the date of this Agreement until the Closing Date, the Company shall (a) (i) conduct the business of the Company in the ordinary course of business consistent with past practice, (ii) pay all of its liabilities and Taxes when due, subject to good faith disputes over such liabilities or Taxes, and (iii) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company; and (b) use its commercially reasonable efforts to (i) preserve intact all rights of the Company’s current business, (ii) to retain its employees to the extent consistent with the business needs of the Company, and (iii) maintain good relationships with employees, licensors, licensees, suppliers, contractors, distributors, customers, and others having current business dealings with the Company, except for actions taken pursuant to this Agreement.

Conduct of the Business Prior to Closing. Except as set forth in Schedule 5.01, during the period from the date hereof until Closing, Seller will cause the Bank to conduct its business only in the ordinary course, consistent with past practices (except as required to consummate the transactions contemplated hereby or as otherwise permitted in this Agreement) and will cause the Bank to maintain and preserve its business organization, insurance coverages, licenses, permits, material agreements and credit facilities. From the date hereof until Closing, except as otherwise consented to or approved by Buyer in writing or as permitted or required by this Agreement, Seller will not permit the Bank to: (a) change any provision of its Articles of Incorporation or By-Laws or any similar governing document; (b) change the number of shares of its authorized or issued capital stock, or issue or grant any option, warrant, call, commitment, subscription, right of purchase or other agreement of any kind or character relating to its capital stock, or any securities convertible into shares of such stock, or split, combine or reclassify any shares of its capital stock, or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property, or any combination thereof) in respect of its capital stock or redeem or otherwise acquire any shares of its capital stock; provided that if on the last day of the month immediately preceding the Closing Date the stockholders’ equity of the Bank exceeds $6,000,000, the Bank may pay a dividend to Seller at the Closing in the amount by which the Bank’s stockholders’ equity exceeds $6,000,000, and provided further that the stockholders’ equity of the Bank on the Closing Date shall not be less than $6,000,000 if such dividend is paid. (c) except in the ordinary course of business, consistent with past business practices: (i) enter into any transaction, contract or commitment (including the incurrence of indebtedness and disposition of capital assets); (ii) enter into any employment agreements with, increase the rate of compensation of, or pay or agree to pay any bonus to any of its directors, officers or employees; (iii) implement any new employee benefit plan or modify any arrangement now in effect; (iv) materially amend any existing employee benefit plan or arrangement, except as required by law; (v) enter into, amend in any material respect or terminate any material contract; (vi) make any material change in the nature of its business or operations; (vi...

Conduct of the Business Prior to Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or the Steps Memo or consented to in writing by the Purchasers, the Sellers shall, and shall cause the Companies, the Company Subsidiaries and (to the extent they relate to the Business) each member of the Seller Group, to conduct the Business in the ordinary course of business consistent with past practice in the twelve (12) months prior to the date of this Agreement and shall periodically update the Purchasers regarding the conduct of the Business and progress in respect of the satisfaction of the Seller Reorganization Condition. Without limiting the foregoing, except as otherwise provided in this Agreement or the Steps Memo or consented to in writing by the Purchasers: (a) The Sellers will cause each Company, each Company Subsidiary and, to the extent relevant, each other member of the Seller Group that operates the Business to: (i) provide within twenty (20) Business Days from the date hereof: (A) a true correct and complete list of each Subsidiary of each Company including details of (i) the share capital and direct shareholders of each such Subsidiary, (ii) the registered address of each such Subsidiary as of the date on which such list is provided hereunder, and (iii) the directors and officers of each such Subsidiary as of the date hereof; and (B) a true, correct and complete list of each Subsidiary of each Company including details of (i) the share capital and direct shareholders of each such Subsidiary, (ii) the registered address of each such Subsidiary, and (iii) the directors and officers of each such Subsidiary, in each case, as of (and assuming) the completion of the Seller Reorganization and shall be deemed to have warranted and represented the accuracy of such lists as at the date hereof as though it were a Fundamental Representation; (ii) maintain its legal existence; (iii) preserve the Business and its business organization intact, retain its licenses, permits, authorizations, franchises and certifications, and preserve the existing contracts and goodwill of its clients, suppliers, vendors, service providers, personnel and others having business relations with it; (iv) implement the Seller Reorganization in accordance with the Steps Memo, subject to the exceptions set forth in Section 2.2(a), as soon as reasonably practicable and keep the Purchasers regularly informed, on at least a bi-weekly basis, but excluding the week commencing December 19, 2016, ...

Conduct of the Business Prior to Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect accounts receivable in a manner consistent with past practice, without discounting such accounts receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all insurance policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.12 to occur.