Seller’s Conduct. The Seller agrees that during the purchase process to hold a fiduciary duty in the best interests of the Business. The Seller shall in no way conduct any action that would disrupt the on-going status of the Business’s day-to-day operations. This obligation shall continue until the closing date.
Seller’s Conduct. With respect to any sale of Restricted Stock pursuant to Section 2, you understand and agree as follows:
(a) You will carefully review the information concerning you contained in the registration statement (if any) and will promptly notify Parent if such information is not complete and accurate in all respects, including having properly disclosed any position, office or other material relationship within the past three years with Parent or its affiliates;
(b) You agree to sell your Restricted Stock only in the manner set forth in the registration statement while such registration statement is effective;
(c) You agree to comply with the anti-manipulation rules under the Exchange Act in connection with purchases and sales of securities of Parent during the time the registration statement remains effective;
(d) You agree to only sell shares in a jurisdiction after counsel for Parent has advised that such sale is permissible under the applicable state securities or "Blue Sky" laws;
(e) You agree to comply with the prospectus delivery requirements of the Securities Act;
(f) You agree to promptly notify Parent of any and all planned sales and immediately notify Parent of any completed sales of shares; and
(g) You agree to suspend sales during the periods when sales are to be suspended pursuant to Section 3(a) herein.
Seller’s Conduct. Seller shall and shall cause each of its subsidiaries and affiliates (as applicable) to:
(a) deliver the Assets to Buyer at the Closing in substantially their present condition, except as otherwise permitted herein, and prior to such time maintain and keep the Assets in substantially the same repair, working order and condition as the Assets are in on the Effective Date (ordinary wear and tear and damage from fire or other casualty subject to Article XVIII excepted) so as to maintain the Business Premises as a hotel and resort with a casino of substantially the same quality as such establishment exists as of the Effective Date; provided, however, that, except as expressly provided in this Agreement, SDIC shall not be required to make or undertake capital improvements, repairs (other than in the ordinary course of business) or replacements with respect to the Assets prior to the Transfer Time;
(b) continue in the ordinary course the existing use and operation of the Business;
(c) promptly notify Buyer of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement and (iii) any actions, suits, claims, Environmental Claims, investigations or proceedings commenced or, to its knowledge threatened against, relating to or involving or otherwise affecting SDIC or the Business that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or prevent or preclude the consummation of the transactions contemplated by this Agreement;
(d) maintain a supply of consumables, inventory and operating equipment of the type included at substantially the levels maintained on the date of execution of this Agreement (with such increases or decreases due to seasonality as and consistent with practice in the gaming industry in Las Vegas) and in sufficient amounts to allow the efficient operation of the Business in a first-class manner;
(e) comply in all material respects with all Legal Requirements relating to the Assets or the Business and promptly provide Buyer with all notices alleging violations of any Legal Requirement (including any violations under applicable Legal Requirements relating to gaming) and cure, at its own expense such violations;
Seller’s Conduct. Seller shall:
(a) deliver the Assets and the Gaming Assets to Purchaser, Purchaser's Assignees or Designees at Closing in substantially their present condition, except as otherwise permitted herein, and prior to such time make such repairs and replacements and perform such maintenance operations as are appropriate in order to maintain and keep the Assets and the Gaming Assets in substantially the same repair, working order and condition as the Assets and the Gaming Assets are in on the Effective Date hereof (ordinary wear and tear and damage from fire or other casualty excepted) so as to maintain the Businesses in substantially the same quality as such establishments exist as of the date hereof;
(b) continue in the ordinary course the existing use and operation of the Businesses, including without limitation advertising, promotional and customer relations activity, it being the intention of the parties that the general use and operation of the Businesses shall not be changed materially between the Effective Date and the Transfer Time;
(c) except to the extent such are included in the Assumed Contracts Seller shall terminate prior to the Closing all of the Star Agreements, if any, and Purchaser shall assume no liability whatsoever with respect thereto;
(d) in the event a judgment, order, injunction, decree or ruling of any court or authority is filed or issued after the Effective Date by which any of the Total Assets or the Businesses are bound, or to which any of them are subject, and Seller has knowledge of same, Seller shall within five (5) business days after receipt of such judgment, order, injunction, decree or ruling, but in no event later than Closing, deliver a copy of said judgment, order, injunction, decree or ruling to Purchaser.
Seller’s Conduct. Between the Date of Execution and the Closing Date, except as otherwise permitted by this Agreement or with Buyer's prior written consent, Seller shall:
(a) not voluntarily create any encumbrance on any of the Transferred Assets, except for Permitted Liens;
(b) not dispose of or agree to dispose of any of the Transferred Assets other than in the ordinary course of business;
(c) not enter into any material agreement, transaction or commitment with respect to the Transferred Assets, except for the sale of inventory in the ordinary course of business;
(d) continue to operate the Transferred Assets in the ordinary course of business and use its reasonable good faith efforts to preserve intact the Transferred Assets and relationships with customers and suppliers;
(e) maintain all of the tangible Transferred Assets in good operating condition and repair, ordinary wear and tear excepted, consistent with past practice; and
(f) with respect to OCP products due to be shipped to customers in January 2000, not intentionally, unless instructed by such customer, change such ship date to ship such OCP products in December 1999.
Seller’s Conduct. 1. PROHIBITIONS ON SUBMITTED CONTENT
Seller’s Conduct of the Business Prior to Closing. From the date of this Agreement until the Closing Date, Seller shall, and shall cause its officers, directors, employees and agents, to:
(a) Conduct the Business in the ordinary course of business;
(b) Pay all of its Liabilities and Taxes when due, subject to good faith disputes over such Liabilities or Taxes;
(c) Continue to maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of Seller; and
(d) Use best efforts to (i) preserve intact all rights of the Business to retain its employees and (ii) maintain good relationships with employees, licensors, licensees, suppliers, contractors, distributors, customers, and others having business dealings with the Business.
Seller’s Conduct. With respect to any sale of Common Shares pursuant to Section 6, you understand and agree as follows:
(a) You will carefully review the information concerning you contained in the registration statement (if any) and will promptly notify the Company if such information is not complete and accurate in all respects, including having properly disclosed any position, office or other material relationship within the past three years with the Company, Target or their affiliates;
(b) You agree to sell your Common Shares only in the manner set forth in the registration statement and agree to comply with the anti-manipulation rules under the Exchange Act in connection with purchases and sales of securities of the Company during the time the registration statement remains effective
(c) You agree to comply with the prospectus delivery requirements of the Exchange Act;
(d) You agree to promptly notify the Company of any and all planned sales and completed sales of shares; and
(e) You agree to suspend sales during the periods when sales are required to be suspended pursuant to Section 7(a) herein.
(f) In connection with each registration hereunder, you agree to furnish to the Company in writing such information requested by the Company with respect to yourself and the proposed distribution by you as shall be necessary in order to assure compliance with federal and applicable state securities laws.
Seller’s Conduct. The Seller agrees that during the purchase process to hold a fiduciary duty in the best interests of the Business. The Seller shall in no way conduct any action that would disrupt the on-going status of the Business’s day-to-day operations. This obligation shall continue until the closing date. XII. Closing: The closing (the “Closing”) is the act of closing the transaction where the Seller exchanges the Business for the Purchase Price. The Closing shall be agreed upon between the Buyer and Seller following a formal agreement, later to be signed, or after the terms are met in this Letter of Intent. XIII.
Seller’s Conduct of the Business Prior to Closing. From the date of this Agreement until the Closing Date, Seller shall operate the Business at the Business Locations in the ordinary course of business and in a manner substantially consistent with the Seller’s past practices and shall not take any action inconsistent with this Agreement or the consummation of the Closing; provided, Seller shall have the right to stop operations at each Business Location for thirty (30) days or less.
