Common use of Operations Prior to the Closing Date Clause in Contracts

Operations Prior to the Closing Date. (a) Subject to the terms and conditions of this Agreement, Seller shall use reasonable efforts to cause the Companies to conduct the Business in the ordinary course in all material respects as operated prior to the date of this Agreement. Consistent with the foregoing, Seller shall cause each of the Companies to use its commercially reasonable best 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 Companies.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Specialty Foods Corp), Stock Purchase Agreement (Specialty Foods Acquisition Corp)

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Operations Prior to the Closing Date. (a) Subject to the terms and conditions of this Agreement, Seller shall use its commercially reasonable efforts to, and to cause the Companies to conduct to, operate and carry on the Business in the ordinary course in all material respects and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts to, and shall cause each of the Companies to use its their commercially reasonable best efforts consistent with good business practice to to, preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Saks Inc), Stock Purchase Agreement (Belk Inc)

Operations Prior to the Closing Date. (a) Subject to the terms and conditions of this Agreement, Seller shall use its commercially reasonable efforts to, and to cause the Companies to conduct to, operate and carry on the Business in the ordinary course in all material respects 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 each of the Companies to use its their commercially reasonable best efforts efforts, consistent with good business practice practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesBusiness.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Saks Inc), Asset Purchase Agreement (Belk Inc)

Operations Prior to the Closing Date. (a) Subject to Except as required by applicable Requirements of Law or with the terms and conditions prior written consent of this AgreementBuyer, Seller shall use its commercially reasonable efforts to to, and shall cause the Acquired Companies to conduct use their commercially reasonable efforts to, operate and carry on the Business in the ordinary course in all material respects consistent with past practice and substantially as operated immediately prior to the date of this Agreement. Consistent , including with respect to the foregoing, Seller shall cause each preservation of the Companies to use its commercially reasonable best efforts consistent with good business practice to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, customers and distributors of the Acquired Companies and others having business relations with the Acquired Companies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Post Holdings, Inc.)

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Operations Prior to the Closing Date. (a) Subject to the terms and conditions of this Agreement, Seller shall use its commercially reasonable efforts to, and to cause the Companies to conduct its Affiliates to, operate and carry on the Business in the ordinary course in all material respects and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall cause each of the Companies to use its commercially reasonable best efforts to, and shall cause its Affiliates to, use their commercially reasonable efforts consistent with good business practice to to, preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the CompaniesBusiness.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bon Ton Stores Inc)

Operations Prior to the Closing Date. (a) Subject to the terms and conditions of this Agreement, Seller shall use commercially reasonable efforts to cause the Companies to conduct operate and carry on the Business in the ordinary course in all material respects and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall cause each of the Companies to use its commercially reasonable best efforts consistent with good business practice to preserve the goodwill of the suppliers, contractors, licensors, employees, customerscustomers and distributors of the Business. Without limiting the foregoing, distributors and others having business relations with without the Companies.prior written consent of Buyer, which consent will not be unreasonably delayed or withheld, Seller shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ndchealth Corp)

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