Conduct Until the Closing Sample Clauses

Conduct Until the Closing. From the date of this Agreement until the Closing, unless otherwise expressly required by this Agreement or as mutually agreed in writing by Xxxxxx and TAH, TAH and Xxxxxx shall each instruct TAP to (and, if applicable, vote to cause TAP to) and TAP shall (a) carry on its business only in the ordinary course of business consistent with past practice and in material compliance with all Applicable Laws and the requirements of all TAP Contracts, including the Plea and Related Agreements, and (b) use commercially reasonable efforts to (i) preserve intact its business organization and Assets, (ii) maintain its rights and franchises, (iii) retain the services of its officers and employees, (iv) maintain its relationships with customers, suppliers, distributors, landlords, licensors, licensees and other Persons having business dealings with it and (v) keep in full force and effect liability insurance and bonds comparable in amount and scope of coverage to that currently maintained. Without limiting the generality of the foregoing, (A) from the date of this Agreement until the Closing, unless otherwise expressly required by this Agreement or as mutually agreed in writing by Xxxxxx and TAH, (x) TAP shall not, and shall cause Newco, VEP LLC and each of the other TAP Subsidiaries not to, take or commit to take any of the following actions: (i) sell or otherwise dispose of any Assets, other than in the ordinary course of business consistent with past practice, (ii) enter into, terminate, amend or modify any TAP Material Contract or (iii) enter into or engage in a line of business not conducted by TAP on the date of this Agreement, (y) TAP shall not, and shall cause each TAP Subsidiary not to, (i) terminate, hire or otherwise engage any individual at grade level 19 or higher to be engaged in the Split-off Business without the prior written consent of Xxxxxx, (ii) terminate, hire or otherwise engage any individual at grade level 19 or higher to be engaged in the Retained Business without the prior written consent of TAH or (iii) change the primary association of any employee as between the Split-off Business and the Retained Business and (z) TAP shall cause Newco not to take any actions other than actions necessary or appropriate in furtherance of the Contemplated Transactions and (B) unless agreed in writing by Xxxxxx, no consent or waiver executed or given prior to the Closing by or on behalf of Newco or Newco Lupron Sales Subsidiary under or with respect to any agree...
Sample 1
AutoNDA by SimpleDocs

Related to Conduct Until the Closing

  • 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:

  • Following the Closing Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Conduct Prior to the Closing 35 5.1 Conduct of Business of the Company.............................................................35

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

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

  • 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:

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • 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:

Time is Money Join Law Insider Premium to draft better contracts faster.