Interim Operation of Business. The Seller covenants and agrees that from the date hereof to the Closing Date it shall:
Interim Operation of Business. During the period between the Effective Date and the Closing Date, Purchaser shall manage and operate Seller's business concerning the Assets (the "Business"), including, without limitation, performing, satisfying and discharging all obligations of Seller pursuant to the agreements set forth on Schedule 1.5(b) and perform and fulfill all regulatory (including FDA other than the matters set forth in the FDA Letters) obligations associated with the development, manufacture, marketing and use of the SofPulse, in all cases as and when the same shall be required to be performed, satisfied, discharged or fulfilled, as the case may be. To enable Purchaser to manage and operate the Business, promptly after the Effective Date, Seller shall deliver to Purchaser (at the sole cost and expense of Seller) the Seller Devices, the Parts, the Equipment, the Racks and such other of the Assets as are necessary to manage and operate the Business. In consideration of such management and operation of the Business by Purchaser, Purchaser shall be entitled to retain all rental and sales revenues generated by the Assets with respect to the period commencing on the Effective Date and terminating on the Closing Date or such earlier date as is provided in the following sentence ("Revenues"). If this Agreement is terminated pursuant to Article 8, (i) Purchaser's right to manage and operate the Business shall terminate concurrently with the termination of this Agreement, (ii) Purchaser shall deliver to Seller any of the Assets still in its possession or subject to its control that had been delivered to Purchaser, (iii) Purchaser shall deliver to Seller the excess of Revenues over Purchaser's out-of-pocket expenses actually incurred in operating the Business (and shall promptly deliver to Seller any Revenues subsequently received by Purchaser), and (iv) Seller shall deliver to Purchaser any Cash Payments paid to Seller by Purchaser; provided, however, that if such termination is pursuant to Section 8.2 and is due to the nonsatisfaction of the conditions set forth in Section 6.2(a), (d) or (e). Purchaser shall be entitled to retain all Revenues received by Purchaser with respect to its operation of the Business during the period from the Effective Date through such termination date. Notwithstanding anything herein to the contrary, Purchaser shall be entitled to set off against its obligation to deliver any Assets or monies to Seller any Cash Payment not delivered to Purchaser as required...
Interim Operation of Business. In the period from January 1, 1997 until the Closing Date, Buyer has designated Jerry Kruszka as its representative to manage and monitor the Asxxxx. Xxxxx Xruszka will be considered the General Manager of the busixxxx, xxxxxxx to the control and supervision of Mr. Arthur W. Johnson, the authorized representative of Sellers, xxx xxxx xxxxxx to Mr. Johnson. Buyer, through Mr. Kruszka, and subject to the contxxx xxx xxxervision of Mr. Jxxxxxx, xxxll have the right to (i) make personnel decisionx, xxxxxxxxally including hiring at least two new sales representatives; (ii) review and approve all municipal, association and other residential bids or proposals; (iii) review and approve all routing decisions; (iv) review and approve commercial sales efforts and pricing; and (v) manage all administrative and support services provided at the Tanner Road and Channelview facilities. Buyer shall not without xxx xxior written consent of Sellers authorize any capital purchases of containers or equipment, or any other capital expenditures, during interim operations unless such purchase is made at Buyer's expense. All compensation, benefits and other costs and expenses in respect of Mr. Kruszka will be borne by Buyer, and Buyer shall hold Sellers xxxxxxxx xn respect thereof.
Interim Operation of Business. Buyer and Seller will continue to operate the business of IPS in the same manner the business has been conducted through the date of closing. All sales and accounts receivable will be directed to the Baxley plant account and all payables directly attributable to its operations will be paid from said account. No income or other funds will be credited to any inter-company expenses or loans, which accounts with any current balances will terminate as of closing.
Interim Operation of Business. From the date hereof through the earlier of the date this Agreement is terminated in accordance with its terms and the Closing Date, except as expressly required by this Agreement, each Seller will conduct their business, and will cause the business of the Companies to be conducted, only in the Ordinary Course of Business, except for any actions outside the Ordinary Course of Business for which Parent has given its prior written consent. Without limiting the foregoing, from the date hereof through the earlier of the date this Agreement is terminated in accordance with its terms and the Closing Date, unless the Parent gives prior written consent to a contrary action, each Seller shall, and the Sellers shall cause each of the Companies to:
Interim Operation of Business. The Sellers covenant that from the date hereof through the Closing Date the Company shall:
Interim Operation of Business. (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article IX, except as otherwise consented to in writing by Seller and Company in their sole discretion, as contemplated, permitted or required by this Agreement, or as required by applicable Law, Seller and Seller’s Parent (pursuant to its rights under section 2(i) of the Company Management Agreement) and Company shall (i) subject to Section 7.01(b) and Section 7.01(c), exercise their respective rights under the Company Management Agreement, Letter of Understanding and the Charter Documents of Company in the ordinary course of business consistent with past practice, and (ii) shall use commercially reasonable efforts to conduct the business of Company and its subsidiaries in the ordinary course of business consistent with past practice, and with respect to the business of the Company, within the applicable approved budget, and use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of Company and its subsidiaries and to preserve the rights, franchises, goodwill and relationships of the employees, customers, lenders, suppliers and regulators of, and others having business relationships with, Company or any of its subsidiaries.
Interim Operation of Business. From the date of this Agreement through the Closing Date, Sellers shall use commercially reasonable efforts to: (i) cause the Business to be conducted in the ordinary course of business, consistent with past practices, regular customer service and business policies; (ii) maintain business and accounting records of the Business in accordance with applicable Laws and in substantially the same manner as presently maintained; (iii) comply in all material respects with all Laws affecting the operation of the Business, the Transferred Assets and the Assumed Obligations, and pay Taxes of the Business that become due and payable in the ordinary course; and (iv) preserve intact the Transferred Assets, the business organization and goodwill of the Business and the relationships of the Business with its customers, distributors, suppliers and employees; provided, however, that in the event Sellers desire to conduct the Business in a manner inconsistent with the foregoing, they may do so with the prior written consent of Buyers (which consent shall not be unreasonably withheld). In addition to the foregoing, except as otherwise required by this Agreement, Sellers will not, and will cause their affiliates not to, do or permit to occur any of the following with respect to the Business, the Transferred Assets or the Assumed Obligations without the prior written consent of Buyers (which consent shall not be unreasonably withheld):
Interim Operation of Business. From and after the date hereof until the Closing, Seller will operate the PRENATE Business only in the ordinary course and in substantially the same manner as it has heretofore operated such business (except as otherwise contemplated by this Agreement), and, without limiting the generality of the foregoing, Seller shall not (except with the prior written consent of Purchaser):
Interim Operation of Business
