Operations Pending Closing Sample Clauses
The "Operations Pending Closing" clause defines how the business should be managed and operated in the period between signing a purchase agreement and the actual closing of the transaction. Typically, it requires the seller to continue running the business in the ordinary course, maintain assets, and avoid significant changes without the buyer’s consent. This clause ensures that the business remains stable and its value is preserved until ownership is officially transferred, thereby protecting the buyer from unexpected changes or risks during the interim period.
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Operations Pending Closing. (a) During the period from the date of this Agreement to Closing, Seller shall (i) consult with Buyer with respect to each Election Proposal in excess of One Hundred Thousand Dollars ($100,000.00) net to the interests of Seller which is received by Seller with respect to any Subject Asset, and consult with Buyer with respect to all material decisions to be made with respect to the Subject Assets regarding the incurring of costs for discretionary expenditures for operations in excess of One Hundred Thousand Dollars ($100,000.00) net to the interest of Seller for which approval for expenditures are not prepared and (ii) not transfer, sell, hypothecate, encumber, abandon, or otherwise dispose of or terminate any portion of the Lease Assets (other than the sale of production in the ordinary course of business or as required in connection with the exercise by third parties of any Preferential Purchase Rights to purchase any of the Lease Assets) without the written consent of Buyer.
(b) During the period from the date of this Agreement to the Closing Date, Seller shall have the right to elect to participate or not to participate in any New Well proposed by an operator on the Land. Seller may consult with Buyer prior to making the election but shall have the right to make the election in its sole discretion, and will have no obligations or liability to the Buyer when making such election.
(c) Notwithstanding Section 10(a) and Section 10(b) above, in the event that, during the period from the date of this Agreement to Closing, Seller elects to participate in Election Proposals with respect to the Subject Assets, discretionary expenditures, or New ▇▇▇▇▇, and in the event that Seller’s proportionate share of the aggregate estimated costs for such operations, as set forth in any such Election Proposals, would exceed five percent (5%) of the Base Purchase Price, Seller shall be required to obtain Buyer’s permission for the first such operation that exceeds the five percent (5%) threshold, and any operations thereafter, in which it desires to participate.
Operations Pending Closing. In order to ensure the continued operations of the Company and to insure the ongoing business operations of the Company, immediately upon execution of this Agreement, Catalyst shall have the right, but not the obligation, to designate the chief financial officer and a director of the Company. Said designee shall have the rights to manage the Company’s financial operations, contractual commitments, funding and banking requirements.
Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing:
(a) operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;
(b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);
(c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;
(d) not dissolve, liquidate, merge or consolidate with any other entity;
(e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;
(i) upon reasonable written advance notice, give ...
Operations Pending Closing. From and after the date hereof, Seller shall continue to operate and maintain the Property between the date hereof and Settlement in the manner in which the same are currently being operated and maintained, but in no less than a commercially reasonable fashion, shall maintain the Property in good condition and repair and will undertake reasonable commercial efforts to prevent any waste to the Property. From and after the date hereof until the expiration of the Due Diligence Period, Seller shall advise and consult with Purchaser regarding any new lease, the modification or amendment of any existing lease (including any extension thereof), or the termination of any existing lease, and shall provide Purchaser with complete copies of same, and Seller shall not apply any tenant’s Security Deposit held as of the date of this Agreement unless such tenant vacates or is no longer in possession of its premises as of Settlement. Seller acknowledges that Purchaser has advised it of that certain lease entered into for a portion of the Property to become effective at Closing, a copy of which is attached hereto as Exhibit P. From and after the Due Diligence Period and provided that Purchaser has not terminated this Agreement, Seller agrees that it will not take any action which would in any way further encumber the Property, nor will it commence any action to dispossess or evict any tenant without prior consent of Purchaser or enter into any new leases or modifications of existing leases without the written consent of the Purchaser, or enter into any management or service contracts for the Property unless such contract(s) shall be fully cancelable or terminable prior to Settlement. Seller shall, from and after the date hereof perform and discharge all of its duties and obligations and shall otherwise comply with every covenant and agreement of the landlord or lessor under the leases. Furthermore, Seller shall, for the same period, use diligent and good faith efforts to cause the tenant under each lease to perform all of such tenant’s duties and obligations and otherwise to comply with each and even one of such tenant’s covenants and agreements under such lease and shall enforce the terms and provisions of each such lease. If there shall occur any material adverse change in the status of any lease prior to Settlement, Purchaser shall, in addition to any other remedies it may be entitled to hereunder, have the right to terminate this Agreement and receive a complete refund...
Operations Pending Closing. Contributing Party agrees that from the date of this Agreement to the Closing:
4.2.1 Contributing Party will operate the Assets in a manner designed to preserve and protect its business, goodwill and relationships with its vendors, suppliers, customers and others; and comply, in all material respects, with all applicable laws.
4.2.2 Contributing Party will not do, or omit to do, any act which will cause a material breach of any commitment or obligation related to the Assets or amend, terminate or waive any material right of substantial value relating to the Assets.
Operations Pending Closing. Each of the Company, on one hand, and OCIS and the OCIS Subsidiary, on the other hand, covenants that from the date hereof through the Closing Date, except as otherwise provided in this Agreement; or with the prior written consent of the other parties, which shall not be unreasonably withheld or delayed, shall:
7.3.1 not undertake any transactions or enter into any contracts, commitments or arrangements other than in the ordinary course of business, use its good faith efforts to preserve the present Business and organization of such party, and to preserve the goodwill of others having business relationships with such party;
7.3.2 not enter into, renew, extend, modify, terminate, waive or diminish any right under any material lease, contract or other instrument, except in the ordinary course of business;
7.3.3 not allow any of such parties' assets or properties to become subject to any Encumbrance that does not exist as of the date of this Agreement, except in the ordinary course of business;
7.3.4 maintain such party's existing insurance coverages, subject to variations in amounts in the ordinary course of business;
7.3.5 not declare or make any dividends or distributions; and
7.3.6 not amend the organizational documents of such party.
Operations Pending Closing. Subject to the provisions of Section 3.2 regarding control of the Stations, after the date hereof and prior to the Closing and subject to the TBA, Seller shall, except with Buyer’s prior written consent:
(a) operate the Stations in all material respects in accordance with the Communications Act and make all filings necessary to make the representation in Section 4.15 true and correct at Closing;
(b) maintain the Equipment in good working order, ordinary wear and tear and usage excepted;
(c) not sell, lease, mortgage, pledge or otherwise dispose of any of the Purchased Assets except for transactions in the ordinary and regular course of the operation of the Stations where the proceeds of such disposition are used to replace such Purchased Assets;
(d) not enter into, or become obligated under, amend or otherwise modify any agreement or commitment on behalf of the Stations;
(e) maintain in full force and effect policies of liability and casualty insurance of substantially the same type, character and coverage as the policies currently carried with respect to the business, operations and assets of the Stations;
(f) take all commercially reasonable action to protect the present service areas of the Stations from increased electrical interference from other stations, existing or proposed, and take all commercially reasonable action to maintain carriage, if any, of the Stations’ signals on all cable television systems or satellite systems;
(g) promptly notify Buyer of any attempt or actual collective bargaining organizing activity with respect to any employee of the Stations; and,
(h) except as required by law, not enter into any collective bargaining agreement or modify the employment terms applicable to any employee of the Stations. Notwithstanding any provision of this Agreement or the TBA to the contrary, none of the following shall be deemed (i) a breach of Seller’s agreements or covenants under this Section 6.2 or under the TBA or of the representations and warranties contained in Article IV hereof, or (ii) a failure of any of the conditions set forth in Article VII to be satisfied: any fact or circumstance that occurs as a result of either any action or omission to act of Buyer pursuant to the TBA or any other agreement or arrangement, or by virtue of Buyer’s activities or operations with respect to the Stations.
Operations Pending Closing. The Seller hereby covenants to and agrees with the Buyer that, from the date hereof to the Closing Date or the termination of this Agreement, and subject to the requirement of the regulators that the Seller must control its own operations in accordance with past operating practice, the Seller shall not without the written consent of the Buyer, cause or allow the Bank to:
(a) fail to carry on its business in substantially the same manner as now being conducted;
(b) declare, pay or make any cash dividend, stock dividend or other distribution with respect to the Bank Shares outside of the ordinary course of business, except for (i) the Capital Dividend in accordance with Section 2.2 and (ii) dividends or distributions paid to Seller in the ordinary course in connection with the issuance of S-corporation tax dividends to Seller’s shareholders;
(c) issue or directly or indirectly sell, transfer or otherwise dispose of, or purchase, redeem, retire or otherwise acquire any Equity Securities of the Bank, or agree to commit to do so;
(d) subdivide or in any way reclassify any of the Equity Securities of the Bank;
(e) grant any option or right to purchase or execute any agreement or otherwise commit to issue any Equity Securities of the Bank;
(f) invest or take any actions to inject any additional capital or equity into the Bank other than increases in the Bank’s capital accounts arising due to earnings in the ordinary course of business;
(g) sell, transfer, lease, mortgage, pledge or otherwise dispose of or encumber any of the Bank’s assets or cancel any of the Bank’s claims except, in each case, in the ordinary course of business.
(h) fail to use its reasonable efforts to preserve the Bank’s business, organization and goodwill and its existing relationships with its respective customers;
(i) amend the Bank’s Articles of Incorporation or Bylaws;
(j) incur any obligation or liability or enter into any transaction except in the ordinary course of the Bank’s business;
(k) fail to take any action necessary and appropriate to maintain in full force and effect the Bank’s corporate existence, rights, licenses and franchises;
(l) pay or commit to pay any salary, fee or other compensation at a rate in excess of that prevailing on January 31, 2016;
(m) fail to maintain all existing policies of insurance with respect to the Bank in their present form and with their present coverage or comparable substitute policies;
(n) enter into any employment, agency or other contract or a...
Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the Lin Companies shall, and Seller shall use commercially reasonable efforts to cause the LIN Companies, prior to the Merger Closing, to and Seller shall, following the Merger Closing and prior to the Closing:
(a) operate the Stations in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;
(b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);
(c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;
(d) not dissolve, liquidate, merge or consolidate with any other entity;
(e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;
(i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasona...
Operations Pending Closing. Contributing Party agrees that from the date of this Agreement to the Closing:
4.3.1 Contributing Party will:
(a) maintain all of the Assets in customary repair, order and condition, reasonable wear, tear and use and damage by fire or unavoidable casualty excepted;
(b) operate the Assets and the Business in a manner designed to preserve and protect its business, goodwill and relationships with its vendors, suppliers, customers and others;
(c) maintain insurance on the Assets in the same manner and to the same extent as such insurance has been maintained with respect to the Assets prior to the date of this Agreement; and
(d) comply, in all material respects, with all applicable laws.
4.3.2 Contributing Party will not:
(a) grant any new salary increase to any employee engaged in the Business unless such increase has been previously approved by Company in writing, or such salary increase occurs in the ordinary course and does not exceed 3%;
(b) enter into or amend or alter any bonus, incentive compensation, deferred compensation, retirement, pension, savings, group insurance, death benefit or other fringe benefit plan, trust agreement or arrangement affecting its employees engaged in the Business that do not represent existing commitments; provided, however, that Contributing Party's handling of severance pay and related issues is not limited by this Section;
(c) enter into or assume any material contract, agreement, obligation, lease, license or commitment relating to the Assets, except in the ordinary course of the Business as contemplated by this Agreement or with Company's prior written approval;
(d) do, or omit to do, any act which will cause a material breach of any Material Agreement, Permit, commitment or obligation related to the Assets or the Business; or
(e) amend, terminate or waive any material right of substantial value relating to the Assets or the Business.