Interim Conduct of the Business Sample Clauses

Interim Conduct of the Business. At all times from and after January 29, 1998 and through and including the Closing Date, Seller shall not deviate from its ordinary and customary operation, maintenance or management of the Purchased Assets and shall not engage in any transaction other than in the lawful, ordinary and usual course of business as heretofore conducted. Without limiting the foregoing, Seller shall maintain in full force and effect until the Closing Date a policy or policies of insurance on the Purchased Assets which provide a scope and amount of coverage which are usual and customary in Seller's business; not make any non-ordinary wage or salary increases or severance packages; subject to Purchaser's prior reasonable written approval, not make any material changes in its member billing practices or rates, or enter into any material third party agreements; not declare, set aside, or make any dividend or distribution; not directly or indirectly purchase or redeem any interests in Seller; not pay any obligation other than current liabilities, not waive or compromise any claim or right, and not cancel, without full payment, any obligation; shall have directed Manager, from and after November 17, 1997, to sign Members only to Membership Contracts which provide for a term and payments of month-to-month or less; and not take, or omit to take, any action which would cause a default under the Master Lease. Seller shall maintain all of the Purchased Assets in good repair through Closing, ordinary wear and tear excepted. Without limiting the generality of the foregoing, Seller shall repair, at its sole cost and expense, all defects in the material or workmanship thereof prior to Closing. Seller shall remedy prior to Closing any and all violations of or any Legal Requirement relating to all or any part of the Purchased Assets of which Seller had Knowledge prior to Closing. Seller shall obtain promptly all government and third party consents and approvals to the consummation of the Transactions. From and after the date hereof until Closing, Seller shall lease or rent no space at the Real Property (including renewal of an existing tenancy) without Purchaser's prior approval, nor shall Seller otherwise deviate from its ordinary and customary operation, maintenance, or management of the Purchased Assets. Seller shall not further encumber the Purchased Assets or any part thereof, convey any interest therein (other than to Purchaser pursuant hereto) without Purchaser's prior consent, or accept...
AutoNDA by SimpleDocs
Interim Conduct of the Business. TRW hereby covenants to Purchaser that, from the date of this Agreement to the Closing, TRW will conduct the Business, and will cause each member of the TRW Group to conduct the Business, only in the Ordinary Course of Business, subject to Purchaser's approval of certain transactions pursuant to Section 4.3 hereof. Without limiting the generality of the foregoing, insofar as the Business is concerned, TRW will use all reasonable efforts, and will cause each member of the TRW Group to use all reasonable efforts, to:
Interim Conduct of the Business. Seller hereby covenants to Purchaser ------------------------------- that, from the date of this Agreement to the Closing, Seller will conduct the Business only in the ordinary and usual course, subject to Purchaser's approval of certain transactions pursuant to Section 3.3. Without limiting the generality of the foregoing, Seller hereby covenants to Purchaser that, insofar as the Business is concerned, Seller will use its best efforts to:
Interim Conduct of the Business. SELLER shall at all times from the date of this Agreement to the Closing and through the Transition Period (except as otherwise instructed by BUYER) operate the Business in a manner consistent with SELLER's past practice.
Interim Conduct of the Business. The Sellers covenant to Buyers that, from the date hereof until the Closing, except as contemplated by this Agreement or as otherwise agreed by Buyers, they shall:
Interim Conduct of the Business. At all times during the period from the Effective Date through the Closing Date:
Interim Conduct of the Business. Seller hereby covenants to Purchaser that, from the date of this Agreement to the Closing, Seller will operate the Eagle Pass Branch only in the ordinary and usual course, in accordance with Seller’s past practices. Without the prior written consent of Purchaser, Seller shall not cause the transfer from the Eagle Pass Branch to Seller’s other operations of any Loans, Deposits or Employees (as defined in Section 7.1), provided, however, that Seller may transfer Deposits to Seller’s other branch or offices upon the unsolicited request of the depositors.
AutoNDA by SimpleDocs
Interim Conduct of the Business. At all times from and after the date of this Agreement and through and including the Closing Date, Seller shall cause the Club to be operated only in the lawful, ordinary and usual course of business, and Seller shall not take any action inconsistent therewith or engage in any transaction other than in the lawful, ordinary and usual course of business as heretofore conducted. Without limiting the foregoing, Seller shall maintain in full force and effect until the Closing Date a policy or policies of insurance on the Purchased Assets which provide a scope and amount of coverage which are usual and customary in Seller's business; not make any non-ordinary wage or salary increases or severance packages; and subject to Purchaser's prior reasonable written approval, not make any material changes in its member billing practices or rates, or enter into any material third party agreements. Seller shall maintain all of the Purchased Assets through Closing in substantially the same level of repair as the Purchased Assets were in during Purchaser's physical inspection of the Purchased Assets on May 20, 1997, ordinary wear and tear excepted. Seller shall remedy prior to Closing any and all violations of any Legal Requirement relating to all or any part of the Purchased Assets of which Seller had Knowledge prior to Closing.
Interim Conduct of the Business. At all times during the period from the date of this Agreement through the Closing, except for actions required by this Agreement, Aloha covenants and agrees that it will, and the Stockholders covenant and agree to cause Aloha to, operate its business only in the lawful, ordinary and usual course of business and that it will not take any action inconsistent therewith or engage in any transaction other than in the ordinary and usual course of business as heretofore conducted. Without limiting the generality of the foregoing, Aloha covenants and agrees that it will not, and the Stockholders covenant and agree to cause Aloha not to, without the prior written consent of HNWC:
Interim Conduct of the Business. Until Closing, the Live Earth Parties will conduct their businesses only in the ordinary and usual course consistent with past practice. Without limiting the generality of the foregoing, each Live Earth Party will use commercially reasonable efforts to:
Time is Money Join Law Insider Premium to draft better contracts faster.