Pre-Closing Operations. Until such time as the Subject Franchise has been transferred and assigned to TJC, Seller and the Shareholder shall continue to operate the Subject Franchise 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 Franchise 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. (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):
(i) except as approved by the Transition Team or otherwise consented to by Purchaser, CareFirst will operate and conduct its business only in the ordinary course in accordance with prior practices, shall maintain its assets in their present state of repair (ordinary wear and tear excepted), and shall use its Best Efforts to keep available the services of its employees and preserve the goodwill of its business and relationships with the customers, licensors, suppliers, distributors and brokers with whom it has business relations;
(ii) except as approved by the Transition Team or otherwise consented to by Purchaser, CareFirst shall not:
(A) sell, transfer or otherwise dispose of any assets, except for sales, transfers or disposals which would not have a CareFirst Material Adverse Effect;
(B) enter into any new material contract or commitment relating to its business, with "material contract or commitment" being defined for the purpose of this subsection as customer contracts with a multi-year fee or rate guarantee involving an annual premium or administrative services fee in excess of $2,500,000 and contracts or commitments which involve CareFirst incurring a liability or obligation (X) in excess of $5 million individually, or (Y) in excess of $1 million individually in the event CareFirst enters into new contracts or commitments which involve CareFirst incurring liabilities or obligations not otherwise approved pursuant to this Section 6.1 in excess of $20 million in the aggregate in any calendar year;
(C) mortgage, pledge or subject to liens or other encumbrances or charges any assets, except by incurring CareFirst Permitted Liens;
(D) purchase or commit to purchase any capital asset outside of the relevant CareFirst Company capital plan for a price exceeding $5 million individually or $25 million in the aggregate per calendar year;
(E) terminate or amend in any material respect any CareFirst Material Contract or any insurance policy, in force on the date hereof;
(F) amend its charter or bylaws (provided, however, the foregoing will in no way limit the actions which are required to be taken by CareFirst pursuant to Section 6.8);
(G) acquire (whether by merger, consolidation, share exchange, acquisition of stock, or acquisition of assets) any corporation, partnership, joint ventur...
Pre-Closing Operations. Except to the extent not reasonably practicable in light of this Agreement and the transactions contemplated by this Agreement and the Transaction Documents, CS covenants and agrees (and shall cause the other CS Parties to comply with this covenant), except as specifically consented to in writing by KO (which consent shall not be unreasonably withheld or delayed), that from the date of this Agreement to each Applicable Closing Date, the Purchased Businesses shall be operated and conducted only in the ordinary course consistent with past practices, and shall carry on their business in the same manner as currently conducted and not make or institute any material new methods of manufacture, purchase, sale, lease, management or operation. By way of illustration and not in limitation of the foregoing, except to the extent not reasonably practicable in light of this Agreement and the transactions contemplated by this Agreement and the Transaction Documents, CS agrees and shall cause the other CS Parties to agree that from the date of this Agreement to each Applicable Closing Date, except as set forth on Schedule 4.01 and except as consented to in writing by KO (which consent shall not be unreasonably withheld or delayed) as follows:
(a) Each of the Purchased Businesses shall manage its working capital, including cash, receivables, other current assets, trade payables and other current liabilities in a fashion in all material respects consistent with past practice, including without limitation by selling inventory and other property in an orderly and prudent manner and paying outstanding obligations, trade accounts and other indebtedness as they come due.
(b) Each of the Purchased Businesses shall maintain in all material respects its assets, and the CS Parties shall maintain in all material respects the Assets, in their present state of repair, normal wear and tear excepted.
(c) Each of the Purchased Businesses shall use its commercially reasonable efforts to keep available in all material respects the services of its employees and to preserve in all material respects the goodwill of its business and relationships with its customers, licensors, suppliers, distributors and brokers.
(d) Each of the Purchased Businesses shall continue in all material respects advertising, promotional programs and incentives in a manner consistent with past practices.
(e) The Purchased Businesses shall not make any material loans or other material advances to any present or former e...
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. 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. For a period of at least 72 hours before the Closing, Seller shall discontinue data entry operations in the on-site computer system for the Property, including making deposits of rental income. 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, as soon as practicable after discontinuing such data entry (with Seller endeavoring to do the same within two hours of such discontinuance), forward to Buyer or its designee final reports to facilitate transition planning and compilation of prorations.
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. Prior to the Closing, the parties shall:
i. Company shall:
1. Conduct its operations in the ordinary course of business in accordance in all respects with terms and conditions of the Operating Agreement and consistent with customary industry standards and past practices;
2. Maintain its books and records in accordance with generally accepted accounting principles consistently applied;
3. Immediately notify Patriot of any circumstance, condition, occurrence, or action that would either render any of Rhino’s or Company’s representations or warranties untrue or which could reasonably be expected to have a material adverse effect on the Transferred Assets; and
4. Enter into no new material commitments which would be binding upon the Patriot or its Designee or the Transferred Assets from and after the Closing.
ii. Patriot shall cause its Designee to enter into that certain Labor Services Agreement entered into simultaneously herewith, pursuant to which such Designee shall (A) offer to hire those Company employees necessary to comply with the requirements of Section 8(f) above, (B) conduct operations, using Company’s equipment, for the Company on the Eagle Mining Area as currently being conducted, and (C) bear the cost of such operations pending Closing; provided that, if Closing does not occur on or before January 31, 2015, such Designee shall be reimbursed all such costs by the Company incurred in providing services pursuant to the Labor Services Agreement on or before February 15, 2015.
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. (a) Except as otherwise contemplated by this Agreement, the Ancillary Agreements or the Transition Services Agreement, between the date of this Agreement and the Closing Date, Seller will:
(i) own, operate and administer the Acquired Assets only in the Ordinary Course of Business; and
(ii) use its commercially reasonable efforts to preserve intact the current business organization relating to the ownership, operation or servicing of the Acquired Assets, to keep available the services of employees involved in the operation or servicing of the Acquired Assets, and to maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with Seller with respect to the ownership, operation or servicing of the Acquired Assets.
(b) Except as otherwise contemplated by this Agreement, the Ancillary Agreements or the Transition Services Agreement, between the date of this Agreement and the Closing Date, without the prior consent of Buyer, Seller will not:
(i) pledge or encumber, sell, lease, license, dispose of or otherwise transfer any of the Acquired Assets;
(ii) enter into an agreement with respect to any merger, consolidation, liquidation or business combination, or any acquisition or disposition, involving any of the Acquired Assets;
(iii) except in the Ordinary Course of Business, modify, amend or terminate any contract or agreement which is or, if in existence on the date of this Agreement, would have been, a CRE Contract;
(iv) enter into any contract or agreement which, if it had been in existence on the date of this Agreement, would have constituted a CRE Contract; or
(v) initiate, settle or compromise any lawsuit, arbitration or similar proceeding in connection with the Acquired Assets; or
(iv) authorize, or commit or agree (in writing or otherwise), to take, any of the foregoing actions or any action which would make any representation or warranty of Seller in this Agreement untrue or incorrect in any material respect, or would materially impair or prevent the satisfaction of any conditions in Article VI hereof.
