Conduct of the Company Pending Closing Sample Clauses

Conduct of the Company Pending Closing. Seller and the Company hereby jointly and severally covenant and agree with Buyer as follows:
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Conduct of the Company Pending Closing. The Seller hereby covenants and -------------------------------------- agrees that, from the date hereof to and including the Closing Date, the Seller shall cause the Company to operate the business only in usual and ordinary course, consistent with past practice.
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Conduct of the Company Pending Closing a. Conduct of the Company. The Company hereby makes the following covenants and agreements with Spotless:
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Conduct of the Company Pending Closing. HHG shall cause the Company to conduct its business in its usual and ordinary fashion prior to the Closing date and shall not permit the Company to encumber, sell, transfer or assign any of the Company's assets, or enter into any contract, sale agreement, option agreement, purchase order or other commitment directly or indirectly affecting the Company or its assets (other than in the ordinary course of business) without the prior written consent of Purchasers.
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Conduct of the Company Pending Closing. 6.1 Operation of the Business of the Company. Between the date of the Base Financial Statements and the Closing Date, Sellers have caused, and shall cause, the Company to (i) conduct the Business and operations of the Company only in the ordinary course of business of the Company and in material compliance with all applicable laws, (ii) use its reasonable commercial efforts to preserve, maintain and protect the assets of the Company in as good repair and condition as on the date of this Agreement, ordinary wear and tear excepted, (iii) use its reasonable commercial efforts to preserve intact the current business organization of the Company and to maintain existing relationships and good will with licensors, licensees, suppliers, contractors, distributors, customers, landlords, creditors, employees, agents and other persons having business relationships with the Company, (iv) keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that maintained by, or for the benefit of, the Company on the date of this Agreement, (v) promptly notify Buyer of any written notice of (a) any default, termination or cancellation under any applicable material contract, or (b) the Company becoming subject to any claim or liability for any alleged damages or damages for negligence or tort which might adversely affect the value of the Company; (vi) confer with Buyer concerning operational matters of a material nature, and (vii) otherwise report periodically to Buyer concerning the status of the business, operations and finances of the Company.
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Conduct of the Company Pending Closing. (i) During the Interim Period, except as (w) set forth on Schedule 6B of the Company Disclosure Letter, (x) consented to by Buyer in writing, (y) expressly contemplated by this Agreement or (z) as otherwise required by any Material Contract disclosed to Buyer prior to the date hereof or entered into with Buyer’s consent as provided herein, applicable Law or Permit, Seller shall, and shall cause the Company to, (a) conduct the business of the Company in the ordinary course of business, consistent with past practice, (b) use commercially reasonable efforts to preserve the Company’s business and its relationships with its customers, suppliers and creditors and (c) keep in full force and effect the insurance policies providing coverage to the Company as of the date hereof or comparable insurance policies. Without limiting the foregoing, during the Interim Period, except as (A) set forth on Schedule 6B of the Company Disclosure Letter, (B) consented to by Buyer in writing (which consent, solely respect to subparagraph (a), subparagraph (m), subparagraph (p) and, to the extent related to such subparagraphs, subparagraph (r), of this Section 6B(i), shall not be unreasonably withheld, conditioned or delayed), (C) expressly contemplated by this Agreement or (D) otherwise required by any Material Contract disclosed to Buyer prior to the date hereof, applicable Law or Permit, Seller shall not (with respect to the Company), and shall cause the Company not to:
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Conduct of the Company Pending Closing. Each Seller (except Lestxx) xxverally, and Lestxx xxx the Company jointly and severally, hereby covenant and agree with Buyer as follows:
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Conduct of the Company Pending Closing 
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Related to Conduct of the Company Pending Closing

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • Conduct Pending Closing (i) The business of Buyer ------------------------ shall be conducted only in the ordinary course consistent with past practices.

  • Conduct Pending the Closing Acquirer, Target and the Shareholder covenant that between the date of this Agreement and the Closing as to each of them:

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Conduct of the Company From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:

  • Operations Pending Closing From the date hereof through the Closing Date, Seller agrees as follows:

  • Conduct of Business Prior to the 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, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Conduct of Business by the Company Pending the Merger The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

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