Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, the Company shall:
(i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices;
(ii) 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;
(iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement;
(iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith;
(v) 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); and
(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose.
(b) Without the prior written consent of SOLS, between the date of this Agreement and the Closing Date (or termination of this Agreement), the Company shall not:
(i) except contemplated by this Agreement, issue or promise to issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company;
(ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;
(iii) 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;
(iv) transfer, assign or license to an...
Operation of Company. From and after the date hereof through the Closing, the Company shall not enter into any transaction or take any action other than in the ordinary course of business, except that the Company may enter into such transactions and take such other actions outside of the ordinary course of business, in each case as may be specifically approved in writing by the Purchasers.
Operation of Company. 25 6.4.1 Operations During Transition Period..................25 6.4.2 Absorption of Existing Channels......................25 6.4.3 German Venture Expenses..............................25 6.4.4 Services Provided by PEGI............................25 6.4.5 Creation of Local Ventures and Provision for Local Partners.............................................26 6.4.6
Operation of Company. 37 8.2 Exclusivity............................................. 37 ARTICLE 9
Operation of Company. Buyer acknowledges that Company shall maintain its current management, consistent with the Consulting Agreements referred to in subsection 6.3.3 hereof and any Employment Agreements referred to in Section 7.4 hereof provided Company reasonably performs in accordance with its Projections which projections shall be agreed upon by Company and Buyer and are attached hereto and incorporated herein as Schedule 6.
Operation of Company. From the date hereof to the Closing Date, except to the extent that Purchaser shall consent in writing, Target shall operate its business in such a manner as would be the ordinary course of business consistent with recent past practice. Without limiting the generality of the foregoing, Target shall:
(i) not merge or consolidate with any other entity, acquire any other business or entity, or agree to do any of the following;
(ii) notify Purchaser of any significant loss of, damage to or destruction of any of its material properties or assets;
(iii) maintain in full force and effect all present insurance coverages and apply the proceeds received under any such coverages as a result of any loss of, damage to or destruction of any properties or assets to the repair, restoration or replacement thereof;
(iv) use its reasonable efforts to preserve the present managerial employees, reputation and business relationships of the Target with persons and entities having business dealings with them; and
(v) refrain from taking any action which (if not remedied) would render any representation and warranty contained in Article 4 inaccurate at and as of the Closing Date., and shall promptly advise Purchaser of any such event or circumstance.
Operation of Company. After Closing, Purchaser agrees that -------------------- the Company will not be merged or combined with any subsidiary of the Purchaser which owns or operates car washes. After Closing, the Purchaser shall make available to the Company a minimum of One Million Five Hundred Thousand ($1,500,000) Dollars in working capital on an as-needed basis. After Closing, the Company's President shall be Xxxxx Xxxxxxx who will be employed under the terms of an Employment Agreement executed between the Purchaser and Xxxxx Xxxxxxx, at Closing.
Operation of Company s account with BoS --------------------------------------- On receiving notice that the Company has encumbered or disposed of any of the Assets BoS will be entitled to close the Company's then current account or accounts and to open a new account or accounts with the Company and (without prejudice to any right of BoS to combine accounts) no money paid in or carried to the Company's credit in any such new account will be appropriated towards or have the effect of discharging any part of the amount due to BoS on any closed account. If BoS does not open a new account or accounts immediately on receipt of such notice BoS will nevertheless be treated as if it had done so at the time when it received such notice and as from that time all payments made to BoS will be credited or be treated as having been credited to the new account or accounts and will not reduce the amount of the Secured Liabilities.
Operation of Company. After the Closing, the Purchaser shall have control over the ownership and operations of the Company, provided, however, that, prior to the end of the Measurement Period, Purchaser (a) use its best efforts to operate the Company in a commercially reasonable manner; (b) shall not operate the Company for the purpose of reducing the Purchase Price, (c) shall follow prudent business practices with respect to billing, payments, and management of the Company, (d) shall use its best efforts to maintain client relationships and not terminate client relationships other than for cause; and (d) shall not take any actions which cause clients to terminate their relationship with the Company.
Operation of Company. Buyer shall manage the Company in accordance with Buyer's legal duty to exercise reasonable business judgment in the best interests of Company and shareholders. Buyer shall have no liability to Seller for actions of the Company taken by Buyer during the Earn-Out Period in the exercise of Buyer's reasonable business judgment. However, Buyer agrees not to manage or permit Company or any of Buyer's affiliates to manage, any customer relationships or contracts, project scheduling, or invoicing of Buyer, Company or any of Buyer's affiliates in a manner inconsistent with their normal and customary practices or in a manner calculated (i) to move from 1998 to 1997 revenues which otherwise would be recorded in 1998 in the ordinary course of business, or (ii) to move from 1998 to 1999 or later years revenues which otherwise would be recorded in 1998 in the ordinary course of business.