Pre-Closing Operations. Until such time as the Subject Franchises have been transferred and assigned to TJC, Seller and the Shareholder shall continue to operate the Subject Franchises in a commercially reasonable manner (including without limitation, engaging in the sale of any products or packages at discounted amounts, or other revenue “stuffing” activities), consistent with the respective franchise agreement, and neither the Seller nor any of the Shareholder shall take any actions or operate the Subject Franchises in such a way as to cause or precipitate any diminution in their prospective, post-closing sales or any material shift in their prospective, post-closing revenue streams.
Pre-Closing Operations. For a period of at least 72 hours before the Closing, Seller shall cause the Company to discontinue data entry operations in the on-site computer system for the Real Property, including making deposits of rental income. Seller acknowledges that such discontinuance is intended to afford Seller and Purchaser an opportunity to complete work on prorations as set forth in this Agreement. Seller shall, as soon as practicable after discontinuing such data entry (with Seller endeavoring to do the same within two hours after such discontinuance), forward to Purchaser or its designee final reports to facilitate compilation of prorations.
Pre-Closing Operations. Seller further hereby agrees to indemnify, defend and hold harmless Purchaser and Purchaser's related persons from and against all Claims asserted against, resulting to, imposed upon or incurred by Purchaser with respect to (a) any liabilities of Seller which are not Assumed Liabilities, or (b) the ownership, operation, use or enjoyment of the Assets by Seller prior to the Closing.
Pre-Closing Operations. Prior to the Closing, the parties shall:
Pre-Closing Operations. Monterey Carpets hereby covenants and agrees, except as contemplated hereunder, or as consented to in writing by CTI, pending the Closing, that it shall cause the business of MCSI to be operated and conducted in the ordinary course in accordance with prior practices and cause the business of MCSI to be carried on diligently and substantially in the manner as heretofore conducted in the ordinary course of business. Notwithstanding the foregoing, the parties acknowledge that Chroma shall not be obligated to, and shall not, make any distribution of partnership profits whatsoever.
Pre-Closing Operations. Seller shall instruct its property manager to discontinue data entry operations in the on-site computer system for the Property (including making deposits of rental income) for a period of at least 72 hours before the Closing. Seller acknowledges that such discontinuance is intended to afford Seller and Buyer an opportunity to coordinate the transition of the Property in anticipation of Closing and to complete work on prorations as set forth in this Contract. Seller shall instruct its property manager to forward to Buyer or its designee final reports to facilitate transition planning and compilation of prorations as soon as practicable after discontinuing such data entry (with Seller endeavoring to cause its property manager to do the same within two hours of such discontinuance).
Pre-Closing Operations. (a) CareFirst. CareFirst hereby covenants and agrees that, pending the Closing, (for purposes of the following, "CareFirst" shall be deemed to include the CareFirst Subsidiaries):
Pre-Closing Operations. From the date of this Agreement and continuing until the Closing, Seller shall cause the Properties to be operated and maintained in a good and workmanlike manner, consistent with past practices and consistent with good industry practices of a prudent operator in the oil and gas industry and in accordance with all applicable laws and rules, keep its books and records true and correct in accordance with past practices, maintain all of its existing insurance coverage and pay all of its trade payables and other obligations on a timely basis. Seller also will pay, or cause to be paid, on or before the time the same are due, all drilling, completion, operating, transportation, facility, pipeline and workover expenditures which are properly billed to it, except for bills which will not become due prior to Closing and bills being contested in good faith. It is recognized that, subject to the terms hereof, expenditures incurred in connection with the Properties after the Effective Date shall be the responsibility of Buyer if Closing occurs. If operations or other commitments are proposed by third parties and the effect of an election not to participate in the same would be the loss (either for a period of time or permanently) of an interest in the Properties (such operations or commitments being herein called “Certain Commitments”), Seller will confer with Buyer as to the appropriate response and if Buyer and Seller agree upon a response, Seller will respond as agreed. Notwithstanding Agreement of Sale and Purchase anything stated herein to the contrary, until the Closing Date, (i) Seller shall not sell, remove or otherwise dispose of any of the Properties, or (ii) except as necessary in the reasonable opinion of Seller in emergency situations to preserve life or prevent material damage to property, Seller shall not, without Buyer’s written consent, (u) authorize or make a capital expenditure, voluntarily incur any liability or enter into any commitment or agreement with respect to the Properties which will cost (or which could involve the payment of amounts) in excess of $50,000, in the aggregate, with respect to an individual project or series of related projects (provided that such consent shall not be unreasonably withheld or delayed), (v) cancel or terminate any contract, (w) amend any Contract if such amendment may reasonably be expected to have any adverse effect on the financial condition or value of any of the Properties, (x) extend the term of any Contra...
Pre-Closing Operations. Until such time as each of the Subject Franchises has been transferred and assigned to TJC, Seller and the Shareholder shall continue to operate all of the Subject Franchises in a commercially reasonable manner, consistent with their respective franchise agreements, and neither the Seller nor any of the Shareholder shall take any actions or operate any of the Subject Franchises in such a way as to cause or precipitate any diminution in their prospective, post-closing sales or any material shift in their prospective, post-closing revenue streams.
Pre-Closing Operations. Until the Closing, the following rights and responsibilities shall pertain:
