Common use of Pre-Closing Activities Clause in Contracts

Pre-Closing Activities. From and after the date of this Agreement until the Initial Closing, each of the Company and the Purchasers shall act with good faith towards, and shall use its reasonable efforts to consummate, the transactions contemplated by this Agreement, and neither the Company nor the Purchasers will take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement, subject to the fiduciary duties of the Board of Directors of the Company under Delaware law. From the date hereof until the Initial Closing, the Company shall conduct the business of it and its Subsidiaries in the ordinary course and shall use all reasonable efforts to preserve intact its business organizations and relationships with third parties and, except as otherwise provided herein or in the Separation Agreement, to keep available the services of the present directors, officers and key employees. Without limiting the generality of the foregoing, from the date hereof until the Initial Closing, except as contemplated by this Agreement or as permitted by Section 6.6, without the Purchasers' prior written consent: (A) the Company shall not, and shall cause each of its Subsidiaries not to, adopt or propose (or agree to commit to) any change in the certificate of incorporation or by-laws of the Company or any of such Subsidiaries; (B) the Company shall not, and shall cause each of its Subsidiaries not to, (i) enter into any loan agreement or other agreement pursuant to which the Company or such Subsidiary incurs indebtedness for borrowed money in excess of $250,000 (other than any such agreement among the Company and its wholly owned Subsidiaries or among the Company's wholly owned Subsidiaries) or (ii) amend any such existing agreement (other than to increase the amount available for borrowing under and amend the terms of the GT Credit Facility and the FINOVA Facility up to a maximum of $50 million); (C) the Company shall not, and shall cause each of its Subsidiaries not to, sell any of the assets of the Company or such Subsidiaries (or the securities of entities holding the same) in one transaction or a series of related transactions, where the total consideration to be received by the Company and its Subsidiaries exceeds $250,000 (other than in the ordinary course of business of the Company and its Subsidiaries); (D) other than in the ordinary course of business of the Company consistent with past practice or as set forth in the Separation Agreement, the Company shall not, and shall cause each of its Subsidiaries not to, acquire any assets of any other Person or Persons or acquire any equity, partnership or other interests in any other Person or Persons, in one transaction or series of related transactions, where the total consideration to be paid by the Company and its Subsidiaries exceeds $100,000; (E) except for required payments under the FINOVA Credit Facility or the GT Credit Facility, the Company shall not, and shall cause each of its Subsidiaries not to, repay, redeem or repurchase any indebtedness of the Company or any of the Subsidiaries or any shares of capital stock of the Company; (F) except for the transactions contemplated by the Separation Agreement or as agreed to by the Purchasers in writing, the Company shall not, and shall cause each of its Subsidiaries not to, enter into any transaction with any director, executive officer or Affiliate (other than any transaction among the Company and its wholly-owned Subsidiaries or among any wholly-owned Subsidiaries of the Company) of the Company out of the ordinary course of its business;

Pre-Closing Activities. From and after the date of this Agreement until the Initial Closing, each of the Company and the Purchasers shall act with good faith towards, and shall use its reasonable efforts to consummate, the transactions contemplated by this Agreement, and neither the Company nor the Purchasers will take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement, subject to the fiduciary duties of the Board of Directors of the Company under Delaware law. From the date hereof until the Initial Closing, the Company shall conduct the business of it and its Subsidiaries in the ordinary course and shall use all reasonable efforts to preserve intact its business organizations and relationships with third parties and, except as otherwise provided herein or in the Separation Agreement, to keep available the services of the present directors, officers and key employees. Without limiting the generality of the foregoing, from the date 22 hereof until the Initial Closing, except as contemplated by this Agreement or as permitted by Section 6.6, without the Purchasers' prior written consent: (A) the Company shall not, and shall cause each of its Subsidiaries not to, adopt or propose (or agree to commit to) any change in the certificate of incorporation or by-laws of the Company or any of such Subsidiaries; (B) the Company shall not, and shall cause each of its Subsidiaries not to, (i) enter into any loan agreement or other agreement pursuant to which the Company or such Subsidiary incurs indebtedness for borrowed money in excess of $250,000 (other than any such agreement among the Company and its wholly owned Subsidiaries or among the Company's wholly owned Subsidiaries) or (ii) amend any such existing agreement (other than to increase the amount available for borrowing under and amend the terms of the GT Credit Facility and the FINOVA Facility up to a maximum of $50 million); (C) the Company shall not, and shall cause each of its Subsidiaries not to, sell any of the assets of the Company or such Subsidiaries (or the securities of entities holding the same) in one transaction or a series of related transactions, where the total consideration to be received by the Company and its Subsidiaries exceeds $250,000 (other than in the ordinary course of business of the Company and its Subsidiaries); (D) other than in the ordinary course of business of the Company consistent with past practice or as set forth in the Separation Agreement, the Company shall not, and shall cause each of its Subsidiaries not to, acquire any assets of any other Person or Persons or acquire any equity, partnership or other interests in any other Person or Persons, in one transaction or series of related transactions, where the total consideration to be paid by the Company and its Subsidiaries exceeds $100,000; (E) except for required payments under the FINOVA Credit Facility or the GT Credit Facility, the Company shall not, and shall cause each of its Subsidiaries not to, repay, redeem or repurchase any indebtedness of the Company or any of the Subsidiaries or any shares of capital stock of the Company; (F) except for the transactions contemplated by the Separation Agreement or as agreed to by the Purchasers in writing, the Company shall not, and shall cause each of its Subsidiaries not to, enter into any transaction with any director, executive officer or Affiliate (other than any transaction among the Company and its wholly-owned Subsidiaries or among any wholly-owned Subsidiaries of the Company) of the Company out of the ordinary course of its business;

Pre-Closing Activities. From and after the date of this Agreement until the Initial Closing, each of the Company and the Purchasers shall act with good faith towards, and shall use its reasonable best efforts to consummate, the transactions contemplated by this Agreement, and neither the Company nor the Purchasers will take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement, subject to the fiduciary duties of the Board of Directors of the Company under Delaware law. From the date hereof until the Initial Closing, the Company shall conduct the business of it and its Subsidiaries in the ordinary course and shall use all reasonable its best efforts to preserve intact its business organizations and relationships with third parties and, except as otherwise provided herein or in the Separation Agreement, and to keep available the services of the present directors, officers and key employees. Without limiting the generality of the foregoing, from the date hereof until the Initial Closing, except as contemplated by this Agreement or as permitted by Section 6.6Agreement, without the Purchasers' prior written consent: (A) the Company shall not, and shall cause each of its Subsidiaries not to, adopt or propose (or agree to commit to) any change in the certificate Certificate of incorporation Incorporation or byits By-laws Laws (except for the Certificate of the Company Amendment) or any of such Subsidiariesshareholders rights plan, poison pill or similar arrangement; (B) the Company shall not, and shall cause each of its Subsidiaries not to, (i) enter into any loan agreement or other financing agreement pursuant to which the Company or such Subsidiary incurs indebtedness for borrowed money in excess of $250,000 (other than any such agreement among the Company and its wholly owned Subsidiaries or among the Company's wholly owned Subsidiaries) or ), (ii) amend or terminate any such existing agreement (except as set forth in the Disclosure Letter), (iii) incur any indebtedness other than (a) seasonal borrowings under the Credit Agreement, (b) other indebtedness incurred in the ordinary course of business consistent with past practice in an aggregate amount not to increase exceed $1,000,000 and (c) such indebtedness as is set forth in the amount available for borrowing under and Disclosure Letter, (iv) amend or terminate the terms Alliance Agreement or any agreement entered into or related to such alliance with Pillsbury (except in the manner contemplated in the Disclosure Letter), (v) issue stock or any other shares of capital securities except pursuant to the operation of the GT Credit Facility and Seneca Foods Corporation Employees' Savings Plan, as in effect on the FINOVA Facility up date hereof, or (vi) initiate, solicit or encourage any inquiries or proposals or offers to a maximum purchase any of $50 million)its securities by any third party; (C) the Company shall not, and shall cause each of its Subsidiaries not to, enter into any other material agreements, commitments or contracts other than in the ordinary course of business consistent with past practice, or otherwise make any material change in any existing agreement, commitment or arrangement other than in the ordinary course of business consistent with past practice; (D) the Company shall not, and shall cause each of its Subsidiaries not to, merge, consolidate or otherwise combine with any Person or sell or otherwise transfer any of the assets of the Company or such Subsidiaries (or the securities of entities holding the same) in one transaction or a series of related transactions, where the total consideration to be received by the Company and its Subsidiaries exceeds $250,000 (transactions other than in the ordinary course of business of the Company and its Subsidiaries); (D) other than immaterial asset sales in the ordinary course of business of the Company consistent with past practice or as set forth in the Separation Agreement, practice; (E) the Company shall not, and shall cause each of its Subsidiaries not to, acquire any assets of any other Person or Persons (other than in the ordinary course of business of the Company consistent with past practice) or acquire any equity, partnership or other interests in any other Person or Persons, in one transaction or series of related transactions, where the total consideration transactions other than any transactions or series of related transactions in an aggregate amount not to be paid by the Company and its Subsidiaries exceeds exceed $100,000500,000; (EF) except for required payments repayments of seasonal borrowings under the FINOVA Credit Facility or the GT Credit FacilityAgreement and scheduled payments of indebtedness, the Company shall not, and shall cause each of its Subsidiaries not to, repay, redeem or repurchase any indebtedness of the Company or any of the Subsidiaries or any shares of capital stock of the CompanyCompany or to declare or pay any dividends on any shares of capital stock except for aggregate semiannual dividends of $11,590.50 on the outstanding shares of the 6% Preferred Stock, Series A Preferred Stock and Series B Preferred Stock; (FG) except for as set forth in the transactions contemplated by the Separation Agreement or as agreed to by the Purchasers in writingDisclosure Letter, the Company shall not, and shall cause each of its Subsidiaries not to, enter into any transaction with any director, executive officer or Affiliate (other than any transaction among the Company and its wholly-owned Subsidiaries or among any wholly-owned Subsidiaries of the Company) of the Company out other than any transaction (or series of related transactions) not involving amounts in excess of $60,000 and conducted on an arm's-length basis in the ordinary course of business of the Company; (H) the Company shall not, and shall cause each of its business;Subsidiaries not to, (i) grant to any employee, officer or director, any option, warrant or other subscription or purchase right with respect to shares of capital stock other than pursuant to the Seneca Foods Corporation Employees' Savings Plan in effect on the date hereof; (ii) grant to any employee any increase in salary or other remuneration not consistent with past practices, grant to any officer or director any increase in salary, bonus incentive compensation, service award or other remuneration or grant to any employee, officer or director any increase in severance or termination pay; (iii) enter into any employment contract or severance arrangement with any officer or director; or (iv) adopt or amend in any respect any of its employee benefit plans except as required by law; (I) the Company shall, and shall cause each of its Subsidiaries to, not take or agree to commit to take any action that would make any representation or warranty of the Company hereunder required to be true at and as of the Closing as a condition to the Purchasers' obligations to consummate the

Pre-Closing Activities. From and after the date of this ----------------------- Agreement until the Initial Closing, each of the Company and the Purchasers shall act with good faith towards, and shall use its reasonable best efforts to consummate, the transactions contemplated by this Agreement, and neither the Company nor the Purchasers will take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement, subject to the fiduciary duties of the Board of Directors of the Company under Delaware law. From the date hereof until the Initial Closing, the Company shall conduct the business of it and its Subsidiaries in the ordinary course and shall use all reasonable its best efforts to preserve intact its business organizations and relationships with third parties and, except as otherwise provided herein or in the Separation Agreement, and to keep available the services of the present directors, officers and key employees. Without limiting the generality of the foregoing, from the date hereof until the Initial Closing, except as contemplated by this Agreement or as permitted by Section 6.6Agreement, without the Purchasers' prior written consent: (A) the Company shall not, and shall cause each of its Subsidiaries not to, adopt or propose (or agree to commit to) any change in the certificate Certificate of incorporation Incorporation or byits By-laws Laws (except for the Certificate of the Company Amendment) or any of such Subsidiariesshareholders rights plan, poison pill or similar arrangement; (B) the Company shall not, and shall cause each of its Subsidiaries not to, (i) enter into any loan agreement or other financing agreement pursuant to which the Company or such Subsidiary incurs indebtedness for borrowed money in excess of $250,000 (other than any such agreement among the Company and its wholly owned Subsidiaries or among the Company's wholly owned Subsidiaries) or ), (ii) amend or terminate any such existing agreement (except as set forth in the Disclosure Letter), (iii) incur any indebtedness other than (a) seasonal borrowings under the Credit Agreement, (b) other indebtedness incurred in the ordinary course of business consistent with past practice in an aggregate amount not to increase exceed $1,000,000 and (c) such indebtedness as is set forth in the amount available for borrowing under and Disclosure Letter, (iv) amend or terminate the terms Alliance Agreement or any agreement entered into or related to such alliance with Pillsbury (except in the manner contemplated in the Disclosure Letter), (v) issue stock or any other shares of capital securities except pursuant to the operation of the GT Credit Facility and Seneca Foods Corporation Employees' Savings Plan, as in effect on the FINOVA Facility up date hereof, or (vi) initiate, solicit or encourage any inquiries or proposals or offers to a maximum purchase any of $50 million)its securities by any third party; (C) the Company shall not, and shall cause each of its Subsidiaries not to, enter into any other material agreements, commitments or contracts other than in the ordinary course of business consistent with past practice, or otherwise make any material change in any existing agreement, commitment or arrangement other than in the ordinary course of business consistent with past practice; (D) the Company shall not, and shall cause each of its Subsidiaries not to, merge, consolidate or otherwise combine with any Person or sell or otherwise transfer any of the assets of the Company or such Subsidiaries (or the securities of entities holding the same) in one transaction or a series of related transactions, where the total consideration to be received by the Company and its Subsidiaries exceeds $250,000 (transactions other than in the ordinary course of business of the Company and its Subsidiaries); (D) other than immaterial asset sales in the ordinary course of business of the Company consistent with past practice or as set forth in the Separation Agreement, practice; (E) the Company shall not, and shall cause each of its Subsidiaries not to, acquire any assets of any other Person or Persons (other than in the ordinary course of business of the Company consistent with past practice) or acquire any equity, partnership or other interests in any other Person or Persons, in one transaction or series of related transactions, where the total consideration transactions other than any transactions or series of related transactions in an aggregate amount not to be paid by the Company and its Subsidiaries exceeds exceed $100,000500,000; (EF) except for required payments repayments of seasonal borrowings under the FINOVA Credit Facility or the GT Credit FacilityAgreement and scheduled payments of indebtedness, the Company shall not, and shall cause each of its Subsidiaries not to, repay, redeem or repurchase any indebtedness of the Company or any of the Subsidiaries or any shares of capital stock of the CompanyCompany or to declare or pay any dividends on any shares of capital stock except for aggregate semiannual dividends of $11,590.50 on the outstanding shares of the 6% Preferred Stock, Series A Preferred Stock and Series B Preferred Stock; (FG) except for as set forth in the transactions contemplated by the Separation Agreement or as agreed to by the Purchasers in writingDisclosure Letter, the Company shall not, and shall cause each of its Subsidiaries not to, enter into any transaction with any director, executive officer or Affiliate (other than any transaction among the Company and its wholly-owned Subsidiaries or among any wholly-owned Subsidiaries of the Company) of the Company out other than any transaction (or series of related transactions) not involving amounts in excess of $60,000 and conducted on an arm's-length basis in the ordinary course of business of the Company; (H) the Company shall not, and shall cause each of its business;Subsidiaries not to, (i) grant to any employee, officer or director, any option, warrant or other subscription or purchase right with respect to shares of capital stock other than pursuant to the Seneca Foods Corporation Employees' Savings Plan in effect on the date hereof; (ii) grant to any employee any increase in salary or other remuneration not consistent with past practices, grant to any officer or director any increase in salary, bonus incentive compensation, service award or other remuneration or grant to any employee, officer or director any increase in severance or termination pay; (iii) enter into any employment contract or severance arrangement with any officer or director; or (iv) adopt or amend in any respect any of its employee benefit plans except as required by law; (I) the Company shall, and shall cause each of its Subsidiaries to, not take or agree to commit to take any action that would make any representation or warranty of the Company hereunder required to be true at and as of the Closing as a condition to the Purchasers' obligations to consummate the