Operation of Business of Company Prior to Closing Sample Clauses

Operation of Business of Company Prior to Closing. Other than and subject to a draw by the Company in the amount of $20,000 against a prior loan agreement between the Company and an outside funding source, Sellers and Gulfstream shall, through the Closing, cause the Company and GMR, as the case may be, to conduct its business in the usual, regular and ordinary course consistent with past practices. At any time on or prior to the Closing, Sellers shall not, and shall ensure that neither the Company nor GMR, without prior written consent of Purchaser:
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Operation of Business of Company Prior to Closing. At all times from and after the date of this Agreement until the Effective Time, the Company agrees that it shall (i) conduct the Business only in, and the Company Group shall not take any action except in, the ordinary course consistent with past practices, (ii) use best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and maintain its relations and good will with all suppliers, customers, landlords, creditors, employees and other Persons having business relationships with the Company; and (iii) the Company shall cause its officers to report regularly (but in no event less frequently than weekly) to Parent concerning the status of the Company’s business. Further, except as otherwise permitted or required by this Agreement or as set forth on Exhibit F, prior to the Closing, neither the Company nor any Company Subsidiary shall do any of the following:
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Operation of Business of Company Prior to Closing. (a) Except as otherwise expressly permitted or required by this Agreement or as set forth on Section 4.2 of the Disclosure Schedule, during the Pre-Closing Period, neither the Company nor any of its Subsidiaries shall do any of the following except as consented to in writing by Parent, which consent shall not be unreasonably withheld or delayed,
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Operation of Business of Company Prior to Closing. (a) During the Pre-Closing Period the Company shall, and shall cause each of its Subsidiaries to, conduct its business and operations in the ordinary course of business consistent with past practice and use commercially reasonable efforts to:
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Operation of Business of Company Prior to Closing. The Merging Companies jointly and severally represent, warrant and covenant that, except (i) as otherwise expressly provided in this Agreement (including as described on Schedule 6.2 and the other Transaction Documents) or (ii) as otherwise approved by Parent, during the period commencing on the date hereof and ending on the Closing Date, each of the Merging Companies shall use its reasonable best efforts to conduct its business in the ordinary course and maintain and preserve intact its business organization and relationships with third parties and keep available the services of its present officers and employees and preserve its relationships with customers, suppliers and others having business dealings with them, in each case in all material respects. Until the Closing, except (i) as otherwise expressly provided in this Agreement (including as described on Schedule 6.2 and the other Transaction Documents) or (ii) as otherwise approved by Parent none of the Merging Companies shall, take any of the following actions:
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Operation of Business of Company Prior to Closing. Except as otherwise permitted or required by this Agreement or as set forth on Schedule 4.2, during the Pre-Closing Period, neither the Company nor any of its Subsidiaries shall do any of the following:
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Operation of Business of Company Prior to Closing. (b) and (h) The Company may elect to purchase a run off (i.e., “tail”) policy or endorsement with respect to the current policy of directors’ and officers’ liability insurance covering claims asserted after the Closing arising form facts or events that occurred at or before the Closing (including consummation of the Transactions). In the event that the Company purchases said policy, the fees and expenses related to same shall reduce Closing Cash under the Agreement.
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Operation of Business of Company Prior to Closing. At all times from and after the date of this Agreement until the Effective Time, the Company agrees that it shall (i) conduct the Business only in, and the Company shall not take any action except in, the ordinary course consistent with past practices, (ii) use reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and maintain its relations and good will with all suppliers, customers, landlords, creditors, employees and other Persons having business relationships with the Company; and (iii) the Company shall cause its officers to be available to Buyer concerning the status of the Company’s business. Further, except as otherwise permitted or required by this Agreement or as set forth on Exhibit F, prior to the Closing, the Company shall not do any of the following:
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Operation of Business of Company Prior to Closing 
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Related to Operation of Business of Company Prior to Closing

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Business of Company The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

  • Conduct of Businesses Prior to the Effective Time During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule), required by Law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC and SCB shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC or SCB to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

  • Conduct of Business of Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

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