Interim Operations of Seller. 26 SECTION 4.2 Access to Information..........................................28 SECTION 4.3
Interim Operations of Seller. Subject to any obligations as debtors or debtors-in-possession under the Bankruptcy Code, or any Order of the Bankruptcy Court, Sellers covenant and agree that, after the date hereof and prior to the Closing Date, except as expressly provided in this Agreement or as may be agreed in writing by Purchaser:
Interim Operations of Seller. Seller shall use commercially reasonable efforts to preserve its present business organization intact and maintain satisfactory relations with customers, lenders, suppliers, employees and other business partners. Except as expressly permitted in accordance with Schedule 5.1, without Buyer’s prior written consent, Seller shall not take any of the following actions other than as expressly permitted by and in accordance with this Agreement:
Interim Operations of Seller. Prior to the Closing Date, unless Buyer has previously consented in writing thereto:
Interim Operations of Seller. Seller covenants and agrees that, except (i) as contemplated by this Agreement, (ii) entering into new warehousing/distribution arrangements to replace the agreement with Cosmetic Essence, Inc., provided that Seller has consulted with Buyer as to the terms with respect to such new arrangements prior to entering into any definitive agreement related thereto and that any such definitive agreement (A) has an initial term of 24 months or less and (B) is on terms no less favorable in the aggregate in any material respect than the current arrangement, based on 1997 sales volume and product mix, (iii) the continuation of the Affiliate transactions in Section 2.20 of the Disclosure Schedule, (iv) that Seller will have the right to delay payment of accounts payable by an amount not in excess of (A) $120,000, if Seller and/or its designees elect to purchase, and Buyer sells, the Dermablend Business, the National Cosmetics Business and the Iman Business pursuant to Sections 4.11 (a) and (b) or (B) $1,500,000, if Buyer retains the Dermablend Business but Seller and/or its designees elect to purchase, and Buyer sells, the National Cosmetics Business and the Iman Business pursuant to Section 4.11(b) or (v) with the prior written consent of Buyer, after the date hereof and prior to the Closing Date, Seller will cause:
Interim Operations of Seller. Promptly upon the execution of this Agreement, Seller agrees that Purchaser may place certain senior executives, including Xxxxxx Xxxxxx (the "INTERIM CONSULTING TEAM"), in interim consulting positions at the Company and the Insurance Subsidiaries pursuant to consulting arrangements which are reasonably acceptable to the parties and consistent with the terms of this Agreement. The Seller agrees to cause the Company and the Insurance Subsidiaries to take, or not take, such actions as the Interim Consulting Team may reasonably direct with respect to (i) the strategy and execution of the Seller Subsidiaries' underwriting, reinsurance, claims handling and other operational functions, and (ii) the restructuring of certain asset positions, both in the Seller Subsidiaries' investment portfolios and otherwise, each subject to Seller's approval, which will not be unreasonably withheld. The Interim Consulting Team will coordinate all of its activities under this Agreement through Xxx X. Xxxxxxx, B. Xxxxxx Xxxxxx and Xxxxxxx X. Xxxxx or their designees. Notwithstanding any other provision of the Agreement, neither the Seller, nor any of the Seller Subsidiaries, shall be obligated to commute any insurance or reinsurance policy or otherwise take any action that may be reasonably expected to cause any Governmental Entity to require Seller or any of its Affiliates to make a capital contribution to the Seller Subsidiaries. Absent the written approval of one of the Interim Consulting Team, Seller covenants and agrees that, except (i) as contemplated by this Agreement (including the distribution of the Excluded Assets) or (ii) as disclosed in Section 4.1 of the Disclosure Schedule after the date hereof and prior to the Closing Date:
Interim Operations of Seller. (a) Seller covenants and agrees as to itself, the Company and its Subsidiaries that, after the date hereof and prior to the earlier of the Closing and the termination of this Agreement in accordance with Article V, except (I) as consented to in writing by Buyer (such consent not to be unreasonably withheld, delayed or conditioned), (II) as otherwise required or expressly permitted by this Agreement, (III) as required by a Governmental Entity or applicable Law or (IV) as set forth in Section 3.1(a) of the Seller Disclosure Letter, (X) the business of the Company and its Subsidiaries shall be conducted in all material respects in the ordinary course of business consistent with past practice and, to the extent consistent with the foregoing, the Company and its Subsidiaries shall use their respective reasonable best efforts to preserve their businesses substantially intact and maintain satisfactory relationships with key employees and Governmental Entities, customers and suppliers having significant business dealings with them, and (Y) without limiting the generality of the foregoing, Seller shall not and shall not permit the Company or any of the Company’s Subsidiaries to:
Interim Operations of Seller. Seller covenants and agrees that, after the date hereof and prior to the Closing Date, except as expressly provided in this Agreement or as may be agreed in writing by Purchaser:
Interim Operations of Seller. 21 5.3 Schedules; Changes; Corrections. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 5.4 Cooperation in Transaction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 5.5
Interim Operations of Seller. From and after December 31, 1997 through the Closing, except as disclosed on Schedule 5.2 Seller:
