OPERATION OF BUSINESS SUBSEQUENT TO CLOSING Sample Clauses

OPERATION OF BUSINESS SUBSEQUENT TO CLOSING. Seller shall, subsequent to Closing, operate and manage the Business on behalf of Parent and Buyer through January 31, 2000 in a manner consistent with past practice and in the ordinary course pursuant to the form of Management Agreement attached hereto as Exhibit A (the "Management Agreement"). Subject to the limitations of this Section 5.14 and the Management Agreement, Seller shall advance normal and customary expenses related to the operation of the Business on behalf of Parent and Buyer during such period. Seller, Parent and Buyer have prepared a budget of anticipated Business expenses for such period, a copy of which is attached hereto as Schedule M. Parent and Buyer shall, within five (5) business days of receipt of the actual amounts expensed by Seller, reimburse Seller for any and all such amounts expended by Seller. Seller shall promptly in advance of any expenditure notify Parent and Buyer in writing to the extent that expenses expected for the post-closing management period specified in this Section 5.14 are not generally consistent with Schedule M. All expenses and liabilities of any kind related to the Business which are for the period on or after the Closing will be the responsibility of Parent and Buyer. This reconciliation will be completed in accordance with the accrual basis of accounting in accordance with generally accepted accounting principles ("GAAP"). Any invoices for expenses incurred both prior to and after the Closing will be prorated, with Seller responsible for expenses relating to the period prior to the Closing and Buyer and Parent responsible for expenses relating to the period on and after the Closing.
Sample 1
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Related to OPERATION OF BUSINESS SUBSEQUENT TO CLOSING

  • Rights and Obligations Subsequent to Closing 41 8.1 Survival of Warranties............................................41

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Condition to Closing Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.

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

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

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

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • 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.

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