Operation of Seller's Business Pending Closing Sample Clauses

Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall operate the Business as currently operated and only in the ordinary course of business and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and its relationships with employees and persons having dealings with it. Without limiting the generality of the foregoing, without the prior consent of the Buyer, through and until the Closing Date:
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Operation of Seller's Business Pending Closing. Unless Buyer otherwise ---------------------------------------------- consents, during the period prior to the Closing Date, Seller shall operate the Business, subject to the orders and direction of the Bankruptcy Court, as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and its relationships with employees and persons having dealings with it. Notwithstanding the foregoing, Seller may take such action as is reasonably necessary prior to the Closing to withdraw excess cash balances from the Purchased Subsidiaries to the extent that such withdrawals do not prevent the Purchased Subsidiaries from continuing the conduct of business in the ordinary course.
Sample 1
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents in advance in writing, which consent shall not be unreasonably withheld, delayed or conditioned, during the period prior to the Closing Date, Sellers shall operate the Business as currently operated and, consistent with such operation, shall use commercially reasonable efforts to preserve intact its current business organization and its current relationships with employees and persons having dealings with it. Without limiting the generality of the immediately preceding sentence, during the period from the date of this Agreement to the Closing Date, without Buyer’s prior written consent, which consent may not be unreasonably withheld, delayed or conditioned, Sellers shall:
Sample 1
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents in writing, during the period prior to the Closing Date, Seller shall use commercially reasonable efforts to operate the Acquired Stores as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Acquired Stores and its relationships with its customers and suppliers and with employees and persons working at the Acquired Stores. The foregoing shall not prohibit the Seller from transferring any good and saleable inventory to the Acquired Stores from any of Seller's other stores. Seller shall not amend or terminate any Real Property Lease or any Other Lease and Contract without Buyer's prior written consent.
Sample 1
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall use commercially reasonable efforts to operate the Business as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and its relationships with employees (except that WARN Act notices shall be given by Seller as otherwise required by this Agreement), and persons having dealings with it. During the period prior to the Closing Date, Seller shall consult with Buyer with respect to any new customer projects under consideration by the Business and shall not, without Buyer's consent, which consent shall not be unreasonably withheld, (i) enter into any material contracts with respect to any customer projects not in existence on the Execution Date and (ii) materially alter, amend or modify the Real Property Leases and the Other Leases and Contracts (except those Real Property Leases and Other Leases and Contracts that Buyer rejects pursuant to Section 1.2.1) that are in existence on the Execution Date.
Sample 1
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall use commercially reasonable efforts to operate the Business as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and its relationships with employees and persons having dealings with it. During the period prior to the Closing Date, Seller shall consult with Buyer with respect to any new customer projects under consideration by the Business and shall not enter into any material contracts with respect to any customer projects not in existence on the Execution Date without Buyer's consent, which consent shall not be unreasonably withheld.
Sample 1
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall use commercially reasonable efforts to operate the Business as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and its relationships with employees and persons having dealings with it; provided, however, that Seller shall not be responsible for, and enters into no covenants in respect of, any consequences resulting solely from announcement of the transactions set forth herein (including any termination by Seller's employees of employment with Seller or the loss of any customer relationship with respect to the Business resulting from such announcement).
Sample 1
AutoNDA by SimpleDocs
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall use commercially reasonable efforts to operate the Business as currently operated and only in the ordinary course and, consistent with such operation, and to preserve intact the Business and its relationships with employees and persons having dealings with it, in each case to the extent within its sole control. Seller shall not, except as required or contemplated by this Agreement, or as otherwise agreed by Buyer and Seller, make any material change in the Property or enter into any transaction not in the ordinary course of business which affects the Property. During the period prior to the Closing Date, Seller shall take reasonable measures to maintain and safeguard the Property.
Sample 1
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall operate the DMSVision Software business as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the DMSVision Software business and its relationships with employees and persons having dealings with it, including, without limitation, selling on comparable terms and pricing with past practice and not offering new material offsets, reductions or discounts to accounts receivable, without the prior written consent of Buyer; provided, however, that (i) Seller shall not be responsible for the impact of Buyer’s discussions with employees and persons having dealings with Seller on the Seller’s ability to operate the DMSVision Software business as currently operated and in the ordinary course; and (ii) Buyer is aware and acknowledges that Seller’s ability to continue to operate the DMSVision Software business as currently operated and in the ordinary course depends on Seller’s parent’s willingness to continue to provide funding to Seller.
Sample 1

Related to Operation of Seller's Business Pending 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:

  • Operations Pending Closing From the date hereof through the Closing Date, Seller agrees as follows:

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Operations Since Balance Sheet Date (a) Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, there has been:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

Time is Money Join Law Insider Premium to draft better contracts faster.