Preservation of Business Prior to Closing Date. During the period beginning on the date hereof and ending on the Closing Date, (a) Seller will use its best efforts to preserve the Business and to preserve the goodwill of customers, suppliers and others having business relations with Seller (with respect to the Business) and Company and (b) Seller and Buyer will consult with each other concerning, and Seller will cooperate with Buyer and use Seller's best efforts to keep available to Buyer the services of the officers and employees of Seller (with respect to the Business) and Company that Buyer may wish to have Company retain. Nothing in this Section 4.6 shall obligate Buyer or Company after the Closing to retain or offer employment to any officer or employee of Company.
Preservation of Business Prior to Closing Date. During the period beginning on the date hereof and ending on the Closing Date, (a) Seller will use its best efforts to preserve the Business and to preserve the goodwill of customers, suppliers and others having business relations with Seller and (b) Seller and Buyer will consult with each other concerning, and Seller will cooperate to keep available to Buyer, the services of the officers and employees of Seller that Buyer may wish to retain. Nothing in this Section shall obligate Buyer after the Closing to retain or offer employment to any officer or employee of Seller.
Preservation of Business Prior to Closing Date. During the period beginning on the date hereof and ending on the earlier to occur of the Closing Date and the termination of this Agreement, Seller shall exercise its reasonable best efforts in accordance with the Company Law to cause the Company to preserve its Business and the goodwill of customers, suppliers and others having business relations with the Company. In furtherance of the foregoing, Seller shall, except with Buyer’s prior written consent, as set forth in Section 6.1 of the Disclosure Schedule, or as permitted or contemplated under this Agreement (including without limitation the specified provisions of the agreements described in Section 6.5) or required by the Debt Financing, use reasonable best efforts (including by voting all its shares, to the extent permitted under applicable Law, or by causing the Company’s board of director members of its designation to vote) to cause the Company to conduct its business and operations only in the ordinary course and, particularly, to:
(a) cause the Company to (i) preserve in all material respects the present business organization and reputation of the Company, (ii) maintain and carry on the business in all material respects without material interruption or alteration in the nature, scope or manner of its business, (iii) maintain in all material respects the assets and properties of the Company in good working order and condition, ordinary wear and tear excepted, and (iv) maintain in all material respects the goodwill of customers, suppliers, lenders and other Persons to whom the Company sells goods or provides services, from whom the Company acquires goods or services, or with whom the Company otherwise has significant business relationships;
(b) cause the Company to maintain its payment practices or policies with suppliers and other Persons from whom the Company acquires goods or services;
(c) cause the Company to comply in all material respects with all Laws and Orders applicable to the Company and the Business, the non-compliance of which would be reasonably likely to result in a material liability to the Company;
(d) cause the Company not to declare, set aside or pay any dividend or other distribution (except in accordance with Section 6.16), and not to make any redemption, purchase or other acquisition by the Company of any of its shares;
(e) cause the Company not to authorize, issue (other than upon exercise of options outstanding on the date hereof and disclosed in Section 4.3 of the Disclosure...
Preservation of Business Prior to Closing Date. From the Effective Date until the Closing, (a) the Seller Parties will use their reasonable best efforts to preserve the Purchased Assets and the Business and to preserve the goodwill of customers, suppliers and others having business relations with Sellers and (b) the Seller Parties and PEI will consult with each other concerning, and the Seller Parties will cooperate to keep available to PEI, the services of the officers and employees of Sellers that PEI may wish to offer employment.
Preservation of Business Prior to Closing Date. During the period beginning on the date hereof and ending on the Closing Date, (a) Sellers will use their best efforts to preserve the Business and to preserve the goodwill of customers, suppliers and others having business relations with the Companies and their Subsidiaries and (b) the Principal Sellers and Buyer will consult with each other concerning, and the Principal Sellers will cooperate to keep available to Buyer, the services of the officers and employees of the Companies and their Subsidiaries that Buyer may wish to have retained. Nothing in this Section shall obligate Buyer, the Companies or any Subsidiary after the Closing to retain or offer employment to any officer or employee of the Companies or any Subsidiary.
Preservation of Business Prior to Closing Date. During the period beginning on the date hereof and ending on the Closing Date, Seller shall use its best efforts to preserve the Business and to preserve the good- will of customers, suppliers and others having business relations with Seller directly related to the Business.
Preservation of Business Prior to Closing Date. During the period beginning on the date hereof and ending on the Closing Date, (a) Seller shall preserve its Business and the goodwill of customers, suppliers and others having business relations with Seller; and (b) Seller shall consult with Purchaser concerning, and Seller shall use commercially reasonable efforts to cooperate with Purchaser, in connection with Purchaser’s efforts to keep the services of the officers and employees of Seller that Purchaser may wish to retain after the Closing.
Preservation of Business Prior to Closing Date. During the period beginning on the date hereof and ending on the Closing Date, Seller will, and will cause the Company and its Subsidiaries to, conduct its operations in all material respects according to its ordinary and usual course of business and consistent with past practice and use its commercially reasonable efforts to preserve intact its current business organizations, to keep available the services of its current officers and employees and to preserve its relationships with customers, suppliers, manufacturers, licensors, licensees, advertisers, distributors and others having business dealings with it.
Preservation of Business Prior to Closing Date. During the ---------------------------------------------- period beginning on the date hereof and ending on the Closing Date, (a) Seller will and will cause Company to use its commercially reasonable efforts to preserve the Business and to preserve the goodwill of customers, suppliers and others having business relations with Company or the Subsidiaries, and (b) Seller and Buyer will consult with each other concerning, and Seller will use commercially reasonable efforts and will cooperate with Buyer in connection with Buyer's efforts to keep, the services of the officers and employees of Company and the Subsidiaries that Buyer may wish to have Company and the Subsidiaries retain. Nothing in this Section 4.5 shall obligate Buyer, Company or any Subsidiary after the Closing to retain or offer employment to any officer or employee of Company or any Subsidiary.
Preservation of Business Prior to Closing Date. During the period ---------------------------------------------- beginning on the date hereof and ending on the Closing Date, subject to Section 6.3 above, the Company and each of the Shareholders will use its good faith efforts to preserve the business of the Company and to preserve the goodwill of customers, suppliers and others having business relations with the Company.
