Common use of Preservation of Business Organization Clause in Contracts

Preservation of Business Organization. Except as oth­erwise contemplated by this Agreement, at all times prior to the Closing Date and Buyer taking possession of the Purchased Assets and Business, (A) Seller shall (i) cause the Business to be managed in accordance with the best interests of the Business and substantially as heretofore managed and conduct­ed, and (ii) use its best efforts, to the extent that it is in the best interests of the Business, to keep available to Buyer the services of its present employees and to preserve the present relationships of the suppliers and others having business rela­tions with Seller; and (B) without limiting the generality of the foregoing, Seller shall not, without prior written consent of Buyer, (i) dispose of any of its assets or properties or incur any obligation or liability other than as required in con­nection with this Agreement, or in "arms-length" transactions in the usual and ordinary course of business consistent with the business practices heretofore followed by Seller; (ii) take or suffer any action which may adversely affect the normal conduct of the Business; (iii) increase salaries of any employees or engage any new employee; (iv) make or commit to make any capital expenditures; (v) fail to keep its assets and properties in good repair, order and condition, reasonable wear and tear except­ed, or to maintain its existing insurance in effect; or (vi) incur any material obligations or liabilities or enter into any materi­al transaction except in the ordinary course of busi­ness consis­tent with past practices. During the period from the date hereof to the Closing Date, Seller shall consult with one or more desig­nated representatives of Buyer as to material operation­al matters and the general status of ongoing operations. Seller shall notify Buyer of any emergency or unanticipated change in the normal course of the Business which is or may be material thereto and shall keep Buyer fully informed of such events and permit Buyer's representatives to participate in all discussions relating there­to.

Preservation of Business Organization. Except as oth­erwise contemplated by this Agreement, at all times after execution of this Agreement and prior to the Closing Date and Buyer taking possession of the Purchased Assets and BusinessDate, (A) Seller shall (i) cause the Business to be managed in accordance with the best interests of the Business and substantially as heretofore managed and conduct­ed, and (ii) use its best efforts, to the extent that it is in the best interests of the Business, to keep available to Buyer the services of its present employees and to preserve the present relationships of the suppliers and others having business rela­tions with Seller; and (B) without limiting the generality of the foregoing, Seller shall not, without prior written consent of Buyer, (i) dispose of any of its assets or properties or incur any obligation or liability other than as required in con­nection with this Agreement, or in "arms-length" transactions in the usual and ordinary course of business consistent with the business practices heretofore followed by Seller; (ii) take or suffer any action which may adversely affect the normal conduct of the Business; (iii) increase salaries of any employees or engage any new employee; (iv) make or commit to make any capital expenditures; (v) fail to keep its assets and properties in good repair, order and condition, reasonable wear and tear except­ed, or to maintain its existing insurance in effect; or (vi) incur any material obligations or liabilities or enter into any materi­al transaction except in the ordinary course of busi­ness consis­tent with past practices. During the period from the date hereof to the Closing Date, Seller shall consult advise with one or more desig­nated representatives of Buyer as to material operation­al matters and the general status of ongoing operations. Seller shall notify Buyer of any emergency or unanticipated change in the normal course of the Business which is or may be material thereto and shall keep Buyer fully informed of such events and permit Buyer's representatives to participate in all discussions relating there­to.

Preservation of Business Organization. Except as oth­erwise otherwise contemplated by this Agreement, at all times prior to the Closing Date and Buyer Purchaser taking possession of the Purchased Assets and BusinessCxxxxx-Xxxxxx Property , (A) Seller shall (i) cause the Business its business to be managed in accordance with the best interests of the Business business and substantially as heretofore managed and conduct­edconducted, and (ii) use its best efforts, to the extent that it is in the best interests of the Businessbusiness, to keep available to Buyer Purchaser the services of its present employees and to preserve the present relationships of the suppliers and others having business rela­tions relations with Seller; and (B) without limiting the generality of the foregoing, Seller shall not, without prior written consent of BuyerPurchaser, (i) dispose of any of its assets or properties or incur any obligation or liability other than as required in con­nection connection with this Agreement, or in "“arms-length" ” transactions in the usual and ordinary course of business consistent with the business practices heretofore followed by Seller; (ii) take or suffer any action which may adversely affect the normal conduct of the Businessits business; (iii) increase salaries of any employees or engage any new employee; (iv) make or commit to make any capital expenditures; (v) fail to keep its assets and properties in good repair, order and condition, reasonable wear and tear except­edexcepted, or to maintain its existing insurance in effect; or (vi) incur any material obligations or liabilities or enter into any materi­al material transaction except in the ordinary course of busi­ness consis­tent business consistent with past practices. During the period from the date hereof to the Closing Date, Seller shall consult with one or more desig­nated designated representatives of Buyer Purchaser as to material operation­al operational matters and the general status of ongoing operations. Seller shall notify Buyer Purchaser of any emergency or unanticipated change in the normal course of the Business business which is or may be material thereto and shall keep Buyer Purchaser fully informed of such events and permit Buyer's Purchaser’s representatives to participate in all discussions relating there­tothereto.

Preservation of Business Organization. Except as oth­erwise otherwise contemplated by this Agreement, at all times prior to the Closing Date and Buyer taking possession of the Purchased Assets and Business, (A) Seller shall (i) cause the Business to be managed in accordance with the best interests of the Business and substantially as heretofore managed and conduct­edconducted, and (ii) use its best efforts, to the extent that it is in the best interests of the Business, to keep available to Buyer the services of its present employees and to preserve the present relationships of the suppliers and others having business rela­tions relations with Seller; and (B) without limiting the generality of the foregoing, Seller shall not, without prior written consent of Buyer, (i) dispose of any of its assets or properties or incur any obligation or liability other than as required in con­nection connection with this Agreement, or in "arms-length" transactions in the usual and ordinary course of business consistent with the business practices heretofore followed by Seller; (ii) take or suffer any action which may adversely affect the normal conduct of the Business; (iii) increase salaries of any employees or engage any new employee; (iv) make or commit to make any capital expenditures; (v) fail to keep its assets and properties in good repair, order and condition, reasonable wear and tear except­edexcepted, or to maintain its existing insurance in effect; or (vi) incur any material obligations or liabilities or enter into any materi­al material transaction except in the ordinary course of busi­ness consis­tent business consistent with past practices. During the period from the date hereof to the Closing Date, Seller shall consult with one or more desig­nated designated representatives of Buyer as to material operation­al operational matters and the general status of ongoing operations. Seller shall notify Buyer of any emergency or unanticipated change in the normal course of the Business which is or may be material thereto and shall keep Buyer fully informed of such events and permit Buyer's representatives to participate in all discussions relating there­tothereto.