Seller’ Conduct Prior to Closing Sample Clauses

Seller’ Conduct Prior to Closing. Without in any way limiting any other obligations of the Seller Sellers hereunder during the period from the date hereof to the Time of Closing (the "Interim Period"): (a) Conduct Business in the Ordinary Course. Seller shall cause NCI to conduct the Business and the operations and affairs of NCI only in the ordinary and normal course of business consistent with past practice, and the Seller shall not, without the prior written consent of the Purchaser or as provided for herein, enter into any transaction or retain from doing any action that would constitute a breach of any representation, warranty, covenant or other obligation of the Seller contained herein and the Seller shall use their best efforts to ensure that such representations and warranties remain true and correct in all material respects during the Interim Period, and provided further that the Seller shall not enter into or amend and shall ensure that there are not any amendments to any Contracts with respect to NCI including without limitation, any customers or suppliers, without the consent of the Purchaser, which consent shall not be unreasonably withheld; (b)
Sample 1
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Seller’ Conduct Prior to Closing. The Selling Entities and the Principals hereby covenant and agree with Buyer that each of the Selling Entities and the Seller Designated Affiliates shall, prior to the Closing Date, operate its business only in the usual, regular and ordinary course in light of Seller's current strategic plan except as otherwise contemplated hereby. Each of the Selling Entities and Seller Designated Affiliates shall meet all of its obligations as they become due, shall pay all valid accounts payable in due course in accordance with its practice heretofore, shall incur no additional long-term indebtedness (except as otherwise contemplated hereby or any indebtedness in connection with Seller's redemption of UAM's minority interest in Seller; provided that such indebtedness shall be repaid in full at or before the time of Closing) and shall use its best efforts to continue to solicit new clients and to offer investment advisory and related services (as applicable) in the ordinary course of business, to maintain its corporate and partnership records, to keep its accounts receivable current, to preserve its business organization and assets and maintain its rights, franchises and business and customer relations necessary to run the business as -79- 3131867.30 currently run in all material respects, to keep available the services of its employees (except as otherwise contemplated hereby), and to preserve the goodwill of its clients, suppliers, and others with whom business relationships exist. Without in any way limiting the foregoing, the Selling Entities and the Principals agree that (except as contemplated by this Agreement or in connection with Seller's redemption of UAM's minority interest in Seller and the incurrence of indebtedness and Liens by Seller in connection therewith; provided that at or before the time of Closing such indebtedness shall be repaid in full and such Liens shall be extinguished), neither the Selling Entities nor any of the Seller Designated Affiliates (other than the Funds) will do any of the following prior to the Closing without the prior written consent of Buyer:
Sample 1

Related to Seller’ Conduct Prior to Closing

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

  • Conduct Prior to the Closing 35 5.1 Conduct of Business of the Company.............................................................35

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • Conduct Pending Closing (i) The business of Buyer ------------------------ shall be conducted only in the ordinary course consistent with past practices.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Conduct Prior to the Effective Time 5.1 Conduct of Business by Company, Indirect Parent, Second Intermediary -------------------------------------------------------------------- Parent, First Intermediary Parent and Parent. During the period from the date -------------------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall cause the Company to and the Company shall, except to the extent that Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted by the terms of this Agreement, and the transactions contemplated hereby, without the prior written consent of Purchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, neither Indirect Parent, Second Intermediary Parent, First Intermediary Parent nor Parent shall permit the Company to, and Company shall not do any of the following:

  • Conduct Pending the Closing Acquirer, Target and the Shareholder covenant that between the date of this Agreement and the Closing as to each of them:

  • Covenants of Seller Prior to Closing Between the date of this Agreement and the Closing:

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