Operation of Buyer Sample Clauses

Operation of Buyer. Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, Buyer shall: maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; conduct its business in the ordinary course consistent with past practices, or as required by this Agreement; pay all taxes when due and file all Buyer Tax Returns on or before the due date therefore except to the extent disputed in good faith; make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); withhold all taxes required to be withheld and remitted by or on behalf of Buyer in connection with amounts paid or owing to any Buyer personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose; make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Exchange Act, on a timely basis so as to maintain Buyer's status as a reporting Buyer in good standing under the Exchange Act; and comply with the listing requirements of, and take all steps reasonably necessary to maintain Buyer's listing on, the OTC Bulletin Board. Without the prior written consent of the Seller and except as contemplated by this Agreement, between the date of this Agreement and the Closing Date (or termination of this Agreement), Buyer shall not: enter into any material contract or commitment, or amend or otherwise modify or waive any of the terms of any of its material contracts, other than in the ordinary course of business consistent with past practice, or violate or terminate any such material contracts; transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; except as may be r...
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Operation of Buyer. Following the Closing, the Stockholder will ------------------ operate the Buyer in a manner consistent with the Transition Plan. The Stockholder will be provided with latitude in the operational control of Buyer during the period beginning on the Closing Date and ending on May 31, 2001, subject, however, to Parent's oversight with respect to financial controls. Until May 31, 2001, Parent agrees, except for charges for direct expenses actually incurred by Buyer, not to charge Buyer any general corporate overhead, management fees, administrative charges, or expense allocations without the consent of the Stockholder, which consent will not be unreasonably withheld. Parent also agrees not to add any business to or incur any costs in Buyer during this period without the consent of the Stockholder, which consent will not be unreasonably withheld. Parent further agrees that, during this period, Buyer will be permitted to employ, at a minimum, a staff equivalent in job title and annual compensation to that set forth in Schedule 2.14. Notwithstanding the ------------- foregoing, it is understood that if any employee listed on Schedule 2.14 is ------------- replaced by a newly hired employee, such newly hired employee will be compensated on no more favorable terms than Parent's current policies for persons of like position without Parent's consent. In considering the reasonableness of withholding consent in any of such situations, the parties acknowledge that the purchase price for the Subject Assets, including the Contingent Payment set forth on Exhibit A, is based upon EBIT and revenues, and --------- Stockholder's reasonable belief of the significance of the impact of any proposed action on Buyer's EBIT and revenues may be considered when deciding the reasonableness of withholding consent. Buyer, Parent, Sellers and Stockholder acknowledge that the purchase price for the Subject Assets is based upon an EBIT and revenue calculation and it is the intention of all of such parties that Stockholder will be granted operational control of Buyer throughout the period ending on May 31, 2001 subject, however, to the following provisions. In no case shall this Section be deemed an authorization for Buyer to incur any indebtedness without the authorization of Parent. Notwithstanding the foregoing, Parent shall be entitled to exercise operational control of Buyer to the extent necessary to prevent the operations of Buyer from contradicting in any significant way generally ap...
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Operation of Buyer. Until Closing, Buyer shall operate its business in the normal course of business subject to the same restrictions on Sellers as referenced in paragraph 6.
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Operation of Buyer. From the Closing Date until 120 days after the Closing Date, Buyer shall not terminate the employment of any of the twenty (20) individuals whose name is set forth on Part 9.12 (the "COVERED EMPLOYEES"), except for just cause. If Buyer terminates the employment of an aggregate of four (4) or more of the Covered Employees without just cause on or before the first anniversary of the Closing Date (the termination of the fourth Covered Employee and any additional termination of a Covered Employee thereafter being a "TERMINATION EVENT"), the Earn Out Amount shall be adjusted with respect to each Termination Event by reducing each dollar threshold within the definition of "EARN OUT AMOUNT" by an amount equal to the product of (x) the subject dollar threshold, multiplied by (y) the Covered Employee Percentage, multiplied by (z) the Remaining Term Percentage.
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Operation of Buyer. Schleck shall serve as President of Buyer and shall report to the President of Parent. From the Closing Date up and through December 31, 2013, the Core Business shall be operated by Buyer through its board of directors (the “Board”) appointed by Parent. No Selling Member (or any representative of any Selling Member) employed by Buyer, including Schleck in his capacity as President of Buyer, shall have the power or authority to authorize any of the following actions, and such actions shall require the affirmative authorization of Parent or the Chief Executive Officer of Buyer; provided, that, any determination regarding approval or authority of any action shall reside with Parent, in its sole discretion. (i) Any acquisition of any other business enterprise (including any assets or equity securities of any business enterprise) or the dissolution of Buyer; (ii) The establishment or dissolution by Buyer of any subsidiary, partnership, corporation or any other business enterprise or the entering into of any joint ventures; (iii) The incurrence of any individual expense or expenditure, including any capital expenditure, with a variance (positive or negative) of more than $5,000 of amounts budgeted for such individual expense or expenditure in the annual budgets of the business having received the prior approval of the Parent and the Board of Buyer (the “Budget”); (iv) The sale of any portion of the assets of the Core Business, except for sales of inventory in the ordinary course of business consistent with Seller’s past practice; (v) The issuance or sale of capital stock of Buyer; (vi) The borrowing of funds or the issuance of bonds or other evidence of Indebtedness or the making of guarantees or the lending of funds; (vii) Outside the ordinary course of business, the granting of any Lien on any assets or office equipment lease obligations or office equipment purchase money Indebtedness; (viii) Any material changes in the Core Business or of any changes in place of business. (ix) The making, in any fiscal year, of any commitment or the entering into of any contract (other than employment contracts) which conflicts with the Budget for that fiscal year or which provides for expenditures in any future fiscal year, except as Buyer may agree in writing; (x) The leasing or purchase of any Real Property; (xi) The hiring or termination of any employee or the making of any employment contract or amendment to the terms of any existing contract of employment; (xii) The ame...
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Operation of Buyer. From and after the Closing, and for a reasonable period in Parent’s discretion, Parent will capitalize Buyer with $15,000 in cash per month to fund the operations of Buyer under the direction of Xx. Xxxxxx in accordance with the terms of his Employment Agreement (as defined in Section 4.3(c) below).
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Operation of Buyer. 4.5. Sufficient Resources.
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Operation of Buyer. Buyer is a direct or indirect wholly-owned subsidiary of RB, and was formed solely for the purpose of consummating the Contemplated Transactions.
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Related to Operation of Buyer

  • Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract; (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract; (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

  • SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one)

  • Conditions to Obligation of Buyer The obligation of Buyer to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Buyer) of the following further conditions: (i) Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Seller contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications) shall be true when made and at and as of the Closing Date, as if made at and as of such date, with only such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) Buyer shall have received a certificate signed by an officer of Seller to the foregoing effect; (b) all consents of third parties required by the agreements listed in Section 10.02(b) of the Disclosure Schedule shall have been obtained; (c) all governmental licenses, authorizations, permits, consents and approvals required to carry on the Business as now conducted shall have been transferred to or otherwise obtained by Buyer on or before the Closing Date, with only such exceptions as would not reasonably be expected to have a Material Adverse Effect; (d) Buyer shall have received all documents it may reasonably request relating to (i) the existence of Seller and its Subsidiaries (including the Purchased Subsidiaries) and (ii) the authority of Seller for this Agreement, all in form and substance reasonably satisfactory to Buyer; and (e) The proceeds of the Debt Financing shall have been received by Buyer, or shall be fully available to Buyer, on substantially the terms and conditions set forth in the Debt Commitment Letter (including after giving effect to any changes pursuant to the “market flex” provisions thereof); provided that Buyer shall not be entitled to assert the failure of the condition set forth in this Section 10.02(e) if the failure of the Debt Financing to be consummated has resulted solely from the failure of the Equity Financing to be consummated.

  • Authority of Buyer Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

  • Organization of Purchaser Purchaser is a corporation organized and in existence under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

  • Status of Purchaser The Purchaser is a corporation duly incorporated, validly existing and in good standing and has the power and capacity to enter into this Agreement and carry out its terms; and

  • EXECUTION OF PURCHASE AND SALE ORDERS In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you, subject to review of this selection by the Board from time to time. You will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Fund and you understand and acknowledge that, although the information may be useful to the Fund and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, you may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the 1940 Act, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning the shares of the Fund, you will act solely as investment counsel for such client and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

  • Opinion of Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

  • Shareholder Inspection of Stock Records Upon requests from Fund shareholders to inspect stock records, PFPC will notify the Fund and require instructions granting or denying each such request. Unless PFPC has acted contrary to the Fund's instructions, the Fund agrees to release PFPC from any liability for refusal of permission for a particular shareholder to inspect the Fund's shareholder records.

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