Operations of the Station Prior to the Closing Date Sample Clauses

Operations of the Station Prior to the Closing Date. (a) Subject to Section 6.3, prior to the Closing Date, except as approved by the Buyer in writing (which approval shall not be unreasonably withheld, delayed or conditioned), the Seller Parties shall cause the Business to be conducted in the ordinary course of the Business consistent with past practice, and to the extent consistent therewith:
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Operations of the Station Prior to the Closing Date. (a) Prior to the Closing Date, except as approved by the Buyer (which approval shall not be unreasonably withheld, delayed or conditioned), the Seller Parties shall (x) prior to the Merger Closing Date, use their reasonable best efforts to cause LIN and its Affiliates to (including by enforcing the Seller Parties’ rights under the Merger Agreement to), and (y) following the Merger Closing Date shall, and shall cause their Affiliates to, operate and carry on the Business in all material respects in the ordinary course of the Business consistent with past practice, including to (i) continue to promote and conduct advertising on behalf of the Station at levels in the ordinary course of business consistent with past practice, (ii) keep and maintain the Purchased Assets in good operating condition and repair (wear and tear in ordinary usage excepted), (iii) maintain the business organization of the Station intact, (iv) preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business, and (v) timely make valid retransmission consent elections and not make any must carry election (by default or otherwise) for the Station with all material MVPDs. The parties agree to cooperate in their efforts to ensure that the list of MVPDs receiving retransmission consent elections from the Station is complete.
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Operations of the Station Prior to the Closing Date. (a) Prior to the Closing Date, except as approved by Buyer, the ACME Entities shall cause the Company to:
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Operations of the Station Prior to the Closing Date. (a) Prior to the Closing Date, the SBS Entities shall, consistent with past practice, use their reasonable best efforts to (subject to, and except as modified by, compliance with the other covenants contained in this Agreement):
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Operations of the Station Prior to the Closing Date. (a) Prior to the Closing Date, except as approved by Buyer pursuant to Section 5.4(c), and subject to the terms of -------------- the TBA and any action or failure to perform by Buyer as required under the TBA, the Emmis Entities shall:
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Operations of the Station Prior to the Closing Date. (a) Prior to the Closing Date, except as approved by Buyer pursuant to Section 5.4(b), Parent shall use commercially reasonable efforts to enforce its rights under the Merger Agreement and Option Exercise Agreement, as the case may be, to cause Seller and Option Party, in turn, to, and Seller shall, use its commercially reasonable efforts to operate and carry on the Business only in the ordinary course consistent with past practice, continue to promote and conduct advertising on behalf of the Station at levels substantially consistent with past practice, keep and maintain the Purchased Assets in good operating condition and repair (wear and tear in ordinary usage excepted), maintain the business organization of the Station intact, maintain insurance on the Purchased Assets and preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.
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Related to Operations of the Station Prior to the Closing Date

  • 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.

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • Closing Deliveries of the Company The obligations of Parent and Merger Subs to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by Parent, at or prior to the Closing, of each of the following conditions:

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

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

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

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

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