Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of the Purchaser, but without making any commitment on the Purchaser ‘s behalf, prior to the Closing Date the Company shall:
Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement, prior to the Closing Date:
Conduct Prior to Closing Date. Pending the Closing, Tyler shall:
Conduct Prior to Closing Date. During the period from the date of this Agreement through the Closing Date, Seller agrees to conduct its business in the ordinary and normal course of business. In connection therewith:
Conduct Prior to Closing Date. Pending the Closing, Tyler shall: (a) confer upon request of the Shareholder with one or more representatives of the Shareholder to report material operational matters and the general status of ongoing operations of Tyler and the Tyler Subsidiaries; and (b) take no action that, and shall not fail to use reasonable best efforts to take (without material cost) any action the failure to take which, would cause or permit its representations and warranties contained in this Agreement to be untrue in any material respect at the Closing.
Conduct Prior to Closing Date. From the date hereof through the Closing Date, each Company will (i) conduct its business and affairs in the ordinary course of business (except as expressly permitted by this Section 5.2 and Section 5.3), and (ii) use its reasonable efforts to keep intact its goodwill, keep available the services of its employees, and maintain good relationships with vendors, customers and employees having business or financial relationships with it. From the date hereof through Closing Date, without the prior written consent of Parent and Buyer (which shall not be unreasonably withheld or delayed), none of the Companies shall (except as may be necessary or desirable to facilitate the Reorganization or as expressly permitted by Section 5.3):
Conduct Prior to Closing Date. Prior to the Closing Date, the Buyer shall take no action to cause any of the Selling Parties to terminate the employment of any person employed by any of the Selling Parties (each, a "Business Employee"), and the Selling Parties shall be under no obligation to terminate any Business Employee.
Conduct Prior to Closing Date. Buyer, the Company and Seller agree that within two (2) business days following the later to occur of: (i) the effectiveness of the PNICTA Amendment and (ii) receipt of the Interim Gaming Approval, that the Seller shall cause the Company to terminate the Casino Management Agreement and shall hire as employees of the Company a general manager and food and beverage director as replacement managers (the “Replacement Managers”). In exchange for Buyer’s obligations under Section 8.3(c) hereof, Seller and the Company agree not to provide any WARN Act notices to employees of the Company. Between the date hereof and the Closing Date, without the prior written consent of Buyer, the Seller shall not cause the Company to do any of the following (except as otherwise expressly contemplated by this Agreement or as set forth on Section 5.2 of the Disclosure Schedule):
Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of Purchaser, Shareholder shall cause the Company to:
Conduct Prior to Closing Date. Prior to the Closing Date, neither the Buyers nor their respective affiliates shall take any action to cause the Sellers or Parthenon Ltd. to terminate the employment of any Employee, and neither the Sellers nor Parthenon Ltd. shall be under any obligation to terminate any Employee.
