Common use of Preservation of Organization Clause in Contracts

Preservation of Organization. The Sellers shall use their best efforts to preserve the business organization of the Company (including Subsidiaries) intact and to persuade all employees of the Company or Subsidiaries to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships with it.

Appears in 3 contracts

Samples: Capital Stock Purchase Agreement, Capital Stock Purchase Agreement (BAD TOYS Holdings, Inc.), Capital Stock Purchase Agreement (BAD TOYS Holdings, Inc.)

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Preservation of Organization. The Sellers shall Seller and the Company will use their best efforts efforts: to preserve the business organization of the Company intact; to keep available to the Purchaser (including Subsidiarieswithout making any commitment on its behalf) intact and to persuade all the services of the present employees of the Company or Subsidiaries Company, and make no changes therein except as required in the ordinary course of business; and to remain in its employment after preserve for the Closing; provided that nothing herein contained shall be deemed to constitute an obligation Purchaser the goodwill of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships relations with itthe Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Vertical Health Solutions Inc), Stock Purchase Agreement (Vertical Health Solutions Inc)

Preservation of Organization. The Sellers and the Seller Subsidiary shall use their best efforts (i) to preserve the their business organization intact, (ii) to keep available to the Buyer the Assumed Employees and (iii) to preserve for the Buyer the Sellers’ and the Seller Subsidiary’s present relationships of the Company (including Subsidiaries) intact Business with their suppliers and to persuade all employees of the Company or Subsidiaries to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships with itcustomers.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Astris Energi Inc), Asset Purchase Agreement (ACME Global Inc.)

Preservation of Organization. The Sellers shall and the Company will use their commercially reasonable best efforts efforts: to preserve the business organization of the Company intact; to keep available to the Purchaser (including Subsidiarieswithout making any commitment on its behalf) intact and to persuade all the services of the present employees of the Company or Subsidiaries Company, and make no changes therein except as required in the ordinary course of business; and to remain in its employment after preserve for the Closing; provided that nothing herein contained shall be deemed to constitute an obligation Purchaser the goodwill of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships relations with itthe Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dynamic Health Products Inc)

Preservation of Organization. The Sellers shall cause each of the Company and the Subsidiaries to use their its best efforts to preserve the its business organization of intact, to keep available to the Company (including Subsidiaries) intact Buyer the present key officers and to persuade all employees of the Company or and the Subsidiaries and to remain in its employment after preserve for the Closing; provided that nothing herein contained shall be deemed to constitute an obligation Buyer the present relationships of the Sellers, Purchaser or Company's and the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve Subsidiaries' suppliers and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships relations with itthe Company and or the Subsidiaries.

Appears in 1 contract

Samples: Stock Purchase Agreement (High Voltage Engineering Corp)

Preservation of Organization. The Sellers shall use their its reasonable best efforts to preserve the business and the organization of the Company (including Subsidiaries) intact and to persuade all employees of the Company or Subsidiaries to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation each of the Sellers, Purchaser or to keep available to the Company to continue Buyer the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations services of the Company or each of the Subsidiaries Seller's present employees, and to preserve for the Buyer each of the Seller's favorable business relationships with its suppliers, its customers and others having with whom business relationships with itexist. The Sellers will not dissolve or wind down their operations for at least six months following the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (California Amplifier Inc)

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Preservation of Organization. The Sellers Seller shall use their his, her or its best efforts to preserve the business organization of the Company (including and Subsidiaries) intact and to persuade all employees of the Company or Subsidiaries (and Subsidiaries) to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the SellersSeller, Purchaser or the Company (and Subsidiaries) to continue the employment of any such employee. The Sellers Seller shall also use their his, her or its best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries (and Subsidiaries) with its suppliers, customers and others having business relationships with it.

Appears in 1 contract

Samples: Capital Stock Purchase Agreement (Bad Toys Inc)

Preservation of Organization. The Sellers shall will cause the Company to use their its best efforts to preserve the its business organization of organizations intact, to keep available to the Company (including Subsidiaries) intact and to persuade all after the Closing Date the present employees of the Company or Subsidiaries and, subject to remain in its employment after Section 7.9 below, to preserve the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations present relationships of the Company or the Subsidiaries with its suppliers, their suppliers and customers and others having business relationships relations with itthe Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (American National Financial Inc)

Preservation of Organization. The Sellers shall use their best efforts (without making any commitments on behalf of the Parent) to preserve the Company’s business organization of the Company (including Subsidiaries) intact intact, to keep available its present key employees, and to persuade all employees of the Company or Subsidiaries to remain in preserve its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employeepresent relationships with those having business relations with it. The Sellers Company shall also use their best efforts to retainnot dispose of or remove from its business premises any assets used in the operation of its business except in the ordinary course of business, preserve and maintain the business relations of the Company or the Subsidiaries with encumber, mortgage or pledge its suppliers, customers and others having business relationships with itproperty or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Isonics Corp)

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