Common use of Dealership Operations Pending Closing Clause in Contracts

Dealership Operations Pending Closing. Pending Closing, Contributor shall continue to operate the Dealership in substantially the same manner as it has been operated by Contributor in the past and Contributor shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the Dealership, including use best efforts to ensure that Contributor’s sales and service records remain adequately protected; failure to do so is a material breach of this Agreement; (iv) not grant increases in salary, pay or other employment related benefits to any officers or employees of the Dealership or allow, suggest or require employees to take unused vacation, in every case, without the written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delay; (v) not conduct any liquidation, close-out or going out of business sale or, except in the ordinary course of business, purchase more than $5,000 in Fixed Assets at once or in the aggregate in any month; (vi) not remove any Fixed Assets from the Property prior to Closing except in the ordinary course of business and, in such event, with prior written notice to LMP if the removed Fixed Assets have a net book value of $5,000 individually or in the aggregate; (vii) not enter into any contract or agreement which is not terminable without penalty on not more than 30 days’ notice and/or which provides for payment by the Dealership (whether actual or accrued) in excess of $5,000.00 without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delay; (viii) not transfer any inventory or employee of the Dealership to Contributor’s (or Contributor’s owners’) other business, or transfer any inventory or employee of Contributor’s (or its owners’) other businesses to the Dealership without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delay; and (ix) not take or permit any action which would result in Contributor’s representations or warranties becoming incorrect or untrue in any material respect.

Dealership Operations Pending Closing. Pending Closing, Contributor Contributors shall continue to operate the Dealership Dealerships in substantially the same manner as it has been operated by Contributor Contributors in the past and Contributor Contributors shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership Dealerships and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the Dealership, including use best efforts to ensure that Contributor’s Contributors’ sales and service records remain adequately protected; failure to do so is a material breach of this Agreement; (iv) not grant increases in salary, pay or other employment related benefits to any officers or employees of the Dealership Dealerships or allow, suggest or require employees to take unused vacation, in every case, without the written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delay; (v) not conduct any liquidation, close-out or going out of business sale or, except in the ordinary course of business, purchase more than $5,000 in Fixed Assets at once or in the aggregate in any month; (vi) not remove any Fixed Assets from the Property prior to Closing except in the ordinary course of business and, in such event, with prior written notice to LMP if the removed Fixed Assets have a net book value of $5,000 individually or in the aggregate; (vii) not enter into any contract or agreement which is not terminable without penalty on not more than 30 days’ notice and/or which provides for payment by the a Dealership (whether actual or accrued) in excess of $5,000.00 without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delay; (viii) not transfer any inventory or employee of the a Dealership to Contributor’s Contributors’ (or Contributor’s Contributors’ owners’) other business, or transfer any inventory or employee of Contributor’s any of Contributors’ (or its their owners’) other businesses to the Dealership without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delay; and (ix) not take or permit any action which would result in Contributor’s Contributors’ representations or warranties becoming incorrect or untrue in any material respect.

Dealership Operations Pending Closing. Pending Closing, Contributor Seller shall continue to operate the Dealership in substantially the same manner as it has been operated by Contributor Seller in the past and Contributor Seller shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the Dealership, including use its best efforts to ensure that ContributorSeller’s sales and service records remain adequately protected; failure to do so is a material breach of this Agreement; (iv) not grant increases in salary, pay or other employment related benefits to any officers or employees of the Dealership or allow, suggest or require employees to take unused vacation, in every case, without the written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (v) not conduct any liquidation, close-out or going out of business sale or, except in the ordinary course of business, purchase more than $5,000 in Fixed Assets at once or in the aggregate in any month; (vi) not remove any Fixed Assets from the Property Dealership Premises prior to Closing except in the ordinary course of business and, in such event, with prior written notice to LMP Buyer if the removed Fixed Assets have a net book value of $5,000 2,000 individually or in the aggregate; (vii) not enter into any contract or agreement which is not terminable without penalty on not more than 30 days’ notice and/or which provides for payment by the Dealership (whether actual or accrued) in excess of $5,000.00 3,000.00 without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (viii) not transfer any inventory or employee of the Dealership to ContributorSeller’s (or ContributorSeller’s owners’) other business, or transfer any inventory or employee of Contributorany of Seller’s (or its owners’) other businesses to the Dealership without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayDealership; and (ix) not take or permit any action which would result in ContributorSeller’s representations or warranties becoming incorrect or untrue in any material respect.

Dealership Operations Pending Closing. Pending Closing, Contributor Seller shall continue to operate the Dealership in substantially the same manner as it has been operated by Contributor Seller in the past and Contributor Seller shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the Dealership, including use its commercially reasonable best efforts to ensure that ContributorSeller’s sales and service records remain adequately protected; failure to do so is a material breach of this Agreement; (iv) not grant increases in salary, pay or other employment related benefits to any officers or employees of the Dealership or allow, suggest or require employees to take unused vacation, in every case, without the written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (v) not conduct any liquidation, close-out or going out of business sale or, except in the ordinary course of business, (vi) purchase more than $5,000 100,000 in Fixed Assets at once or in the aggregate in any month; (vivii) not remove any Fixed Assets from the Real Property prior to Closing except in the ordinary course of business and, in such event, with prior written notice to LMP Buyer if the removed Fixed Assets have a net book value of $5,000 100,000 individually or in the aggregate; (viiviii) not enter into any contract or agreement which is not terminable without penalty on not more than 30 days’ notice and/or and which provides for payment by the Dealership (whether actual or accrued) in excess of $5,000.00 without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (viiiix) not transfer any inventory or employee in connection with the Dealership operations, provided Seller may retain employees related to the software related employees as listed in Exhibit D) of the Dealership to ContributorSeller’s (or ContributorSeller’s owners’) other business, or transfer any inventory or employee of Contributorany of Seller’s (or its owners’) other businesses to the Dealership without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayDealership; and (ixx) not take or permit any action which would result in ContributorSeller’s representations or warranties becoming incorrect or untrue in any material respect.

Dealership Operations Pending Closing. Pending Closing, Contributor Seller shall continue to operate the Dealership in substantially the same manner as it has been operated by Contributor Seller in the past and Contributor Seller shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the Dealership, including use best good faith efforts to ensure that ContributorSeller’s sales and service records remain adequately protected; failure to do so is a material breach of this Agreement; (iv) not grant increases in salary, pay or other employment related benefits to any officers or employees of the Dealership or allow, suggest or require employees to take unused vacation, in every case, without the written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (v) not conduct any liquidation, close-out or going out of business sale or, except in the ordinary course of business, purchase more than $5,000 10,000 in Fixed Assets at once or in the aggregate in any month; (vi) not, without Buyer’s written consent, which shall not be unreasonably withheld, remove any Fixed Assets from the Property prior to Closing except in the ordinary course of business and, in such event, with prior written notice to LMP if the removed Fixed Assets have a net book value of $5,000 individually or in the aggregatebusiness; (vii) not enter into any contract or agreement which is not terminable without penalty on not more than 30 days’ notice and/or and which provides for payment by the Dealership (whether actual or accrued) in excess of $5,000.00 2,500 without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (viii) not transfer any inventory except in the ordinary course of business to Respect Affiliate Bronx Kia or employee of the Dealership to ContributorSeller’s (or ContributorSeller’s owners’) other business, or transfer any inventory or employee of Contributorany of Seller’s (or its owners’) other businesses to the Dealership without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayDealership; and (ix) not take or permit any action which would result in ContributorSeller’s representations or warranties becoming incorrect or untrue in any material respect.

Dealership Operations Pending Closing. Pending Closing, Contributor Seller shall continue to operate the Dealership in substantially the same manner as it has been operated by Contributor Seller in the past and Contributor Seller shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the Dealership, including use its best efforts to ensure that ContributorSeller’s sales and service records remain adequately protected; failure to do so is a material breach of this Agreement; (iv) not grant increases in salary, pay or other employment related benefits to any officers or employees of the Dealership or allow, suggest or require employees to take unused vacation, in every case, without the written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (v) not conduct any liquidation, close-out or going out of business sale or, except in the ordinary course of business, purchase more than $5,000 100,000 in Fixed Assets at once or in the aggregate in any month; (vi) not remove any Fixed Assets from the Property prior to Closing except in the ordinary course of business and, in such event, with prior written notice to LMP Buyer if the removed Fixed Assets have a net book value of $5,000 100,000 individually or in the aggregate; (vii) not enter into any contract or agreement which is not terminable without penalty on not more than 30 days’ notice and/or and which provides for payment by the Dealership (whether actual or accrued) in excess of $5,000.00 without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (viii) not transfer any inventory or employee of the Dealership to ContributorSeller’s (or ContributorSeller’s owners’) other business, or transfer any inventory or employee of Contributorany of Seller’s (or its owners’) other businesses to the Dealership without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayDealership; and (ix) not take or permit any action which would result in ContributorSeller’s representations or warranties becoming incorrect or untrue in any material respect.

Dealership Operations Pending Closing. Pending Closing, Contributor Seller shall continue to operate the Dealership in substantially the same manner as it has been operated by Contributor Seller in the past and Contributor Seller shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the Dealership, including use best its reasonable efforts to ensure that ContributorSeller’s sales and service records remain adequately protected; failure to do so is a material breach of this Agreement; (iv) not grant increases in salary, pay or other employment related benefits to any officers or employees of the Dealership except in the ordinary course of business, or allow, suggest or require employees to take unused vacation, in every case, without the written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (v) not conduct any liquidation, close-out or going out of business sale or, except in the ordinary course of business, purchase more than $5,000 in Fixed Assets at once or in the aggregate in any month; (vi) not remove any Fixed Assets from the Property prior to Closing except in the ordinary course of business and, in such event, with prior written notice to LMP if the removed Fixed Assets have a net book value of $5,000 individually or in the aggregatebusiness; (vii) not enter into any contract or agreement for periodic services which is not terminable without penalty on not more than 30 days’ notice and/or and which provides for payment by the Dealership (whether actual or accrued) in excess of $5,000.00 without the prior written consent of LMP, which consent LMP shall Buyer (not to be unreasonably withhold, condition withheld or delaydelayed); and (viii) not transfer any inventory or employee of the Dealership to ContributorSeller’s (or ContributorSeller’s owners’) other business, or transfer any inventory or employee of Contributorany of Seller’s (or its owners’) other businesses to the Dealership without other than the prior written consent employees listed in Section 2 of LMP, which consent LMP shall not unreasonably withhold, condition or delaythe Non-Competition Agreement; and (ix) not intentionally take or permit any action which would reasonably be expected to result in ContributorSeller’s representations or warranties becoming incorrect or untrue in any material respect.

Dealership Operations Pending Closing. Pending Closing, Contributor Sellers shall continue to operate the Dealership Dealerships in substantially the same manner as it has they have been operated by Contributor Sellers in the past and Contributor Sellers shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership Dealerships and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the DealershipDealerships, including use its best efforts to ensure that Contributor’s Sellers’ sales and service records remain adequately protected; failure to do so is in any material way shall be a material breach of this Agreement; (iv) except as in the ordinary course of business or in furtherance of past practice, not grant increases in salary, pay or other employment related benefits to any Dealership officers or employees of the Dealership or allow, suggest or require employees to take unused vacation, in every case, without the written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (v) not conduct any liquidation, close-out or going out of business sale or, except in the ordinary course of business, purchase more than $5,000 20,000 in Fixed Assets at once or in the aggregate in any month; (vi) not remove any Fixed Assets from the Property Dealership Premises prior to Closing except in the ordinary course of business and, in such event, with prior written notice to LMP if the removed Fixed Assets have a net book value of $5,000 individually or in the aggregatebusiness; (vii) except as in the ordinary course of business or in furtherance of past practice, not enter into any contract or agreement which is not terminable without penalty on not more than 30 days’ notice and/or which provides for payment by the Dealership Dealerships (whether actual or accrued) in excess of $5,000.00 10,000.00 without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayBuyer; (viii) not transfer any inventory or employee of the Dealership Dealerships to Contributor’s Sellers’ (or Contributor’s Sellers’ owners’) other business, or transfer any inventory or employee of Contributor’s any of Sellers’ (or its owners’) other businesses to the Dealership without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayDealerships; and (ix) not take or permit any action which would result in Contributor’s Sellers’ representations or warranties becoming incorrect or untrue in any material respect.

Dealership Operations Pending Closing. Pending Closing, Contributor Seller shall continue to operate the Dealership Dealerships in substantially the same manner as it has they have been operated by Contributor Seller in the past and Contributor Seller shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership Dealerships and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the DealershipDealerships, including use its best efforts to ensure that ContributorSeller’s sales and service records remain adequately protected; failure to do so is a material breach of this Agreement; (iv) except in the ordinary course of business and consistent with historical practices, not grant increases in salary, pay or other employment related benefits to any officers or employees of the Dealership Dealerships or allow, suggest or require employees to take unused vacation, in every case, without the written consent of LMPBuyer, which consent LMP shall not be unreasonably withholdwithheld, condition delayed or delayconditioned; (v) not conduct any liquidation, close-out or going out of business sale or, except in the ordinary course of business, purchase more than $5,000 100,000 in Fixed Assets at once or in the aggregate in any month; (vi) not remove any Fixed Assets from the Real Property prior to Closing except in the ordinary course of business and, in such event, with prior written notice to LMP Buyer if the removed Fixed Assets have a net book value of $5,000 100,000 individually or in the aggregate; (vii) not enter into any contract or agreement which is not terminable without penalty on not more than 30 days’ notice and/or and which provides for payment by the Dealership Dealerships (whether actual or accrued) in excess of $5,000.00 25,000.00 without the prior written consent of LMPBuyer, which consent LMP shall not be unreasonably withholdwithheld, condition delayed or delayconditioned; (viii) not transfer any inventory or employee of the Dealership Dealerships to ContributorSeller’s (or ContributorSeller’s owners’) other business, or transfer any inventory or employee of Contributorany of Seller’s (or its owners’) other businesses to the Dealership without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delayDealerships; and (ix) not take or permit any action which would result in ContributorSeller’s representations or warranties becoming incorrect or untrue in any material respect.