Interim Operations of the Business. From and after the date hereof, the Sellers shall conduct the Business and shall cause the Purchased Entities to conduct their respective businesses only in the ordinary course consistent with past practice and use their commercially reasonable efforts to preserve intact the Purchased Assets and the assets of the Purchased Entities (in each case, tangible and intangible), ordinary wear and tear excepted, including by applying any available insurance proceeds received directly and specifically with respect to such assets to replace or repair any such assets, business organizations and relationships with employees and third parties having material business dealings with the Business or the Purchased Entities. Without limiting the generality of the foregoing, except (w) as otherwise expressly required by this Agreement or the Ancillary Agreements (including transfers from the Purchased Entities to Honeywell or its Affiliates as contemplated by Section 2.2), (x) for actions approved in advance by Purchaser in writing (which approval shall not be unreasonably withheld, conditioned or delayed), (y) to the extent required to comply with applicable Law (in which case Purchaser shall nonetheless be notified in writing) and (z) as set forth on Section 6.1 of the Disclosure Schedule, from and after the date hereof, the Sellers shall not take any of the following actions with respect to the Business, and shall cause the Purchased Entities not to take any of the following actions:
Appears in 4 contracts
Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Sensata Technologies Holding N.V.), Asset and Stock Purchase Agreement (Sensata Technologies B.V.)
