Common use of Seller’s Operation of Business Before Closing Clause in Contracts

Seller’s Operation of Business Before Closing. The Seller agrees that between the date of this Agreement and the Closing, the Seller will: (a) Continue to operate the business that is the subject of this Agreement in the usual and ordinary course and in substantial conformity with all applicable laws, ordinances, regulations, rules, or orders, and will use its best efforts to preserve its business organization and to preserve the continued operation of its business with its customers, suppliers, and others having business relations with the Seller; (b) Not assign, sell, lease, or otherwise transfer or dispose of any of the Assets used in the performance of its business, whether now owned or hereafter acquired, except in the normal and ordinary course of business and in connection with its normal operation; (c) Maintain all the Assets other than inventory in their present condition, reasonable wear and tear and ordinary usage excepted, and maintain the inventory at levels normally maintained; and (d) Notify the Buyer promptly in the event of any material change in the Assets or the Seller’s business before Closing or any material adverse change in the financial condition of the Seller or of any breach of a representation or warranty provided in this Agreement.

Appears in 2 contracts

Samples: Agreement for Sale and Purchase of Business Assets (Canbiola, Inc.), Agreement for Sale and Purchase of Business Assets (Evio, Inc.)

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Seller’s Operation of Business Before Closing. The Seller agrees and the Selling Member agree that between the date of this Agreement and the Closing, the Seller will: (a) Continue to operate the business that is the subject of this Agreement in the usual and ordinary course and in substantial conformity with all applicable laws, ordinances, regulations, rules, or orders, and will use its best efforts to preserve its business organization and to preserve the continued operation of its business with its customers, suppliers, and others having business relations with the Seller; (b) Not assign, sell, lease, or otherwise transfer or dispose of any of the Assets used in the performance of its business, whether now owned or hereafter acquired, except in the normal and ordinary course of business and in connection with its normal operation; (c) Maintain all the Assets other than inventory in their present condition, reasonable wear and tear and ordinary usage excepted, and maintain the inventory at levels normally maintained; and (d) Notify the Buyer promptly in the event of any material change in the Assets or the Seller’s business before Closing or any material adverse change in the financial condition of the Seller or of any breach of a representation or warranty provided in this AgreementClosing.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Probe Manufacturing Inc)

Seller’s Operation of Business Before Closing. The Seller agrees that between the date of this Agreement and the Closing, the Seller will: (a) Continue to operate the business Business that is the subject of this Agreement in the usual and ordinary course and in substantial conformity with all applicable laws, ordinances, regulations, rules, or orders, and will use its best efforts to preserve its business organization and to preserve the continued operation of its business with its customers, suppliers, and others having business relations with the Seller; (b) Not assign, sell, lease, or otherwise transfer or dispose of any of the Assets used in the performance of its businessthe Business, whether now owned or hereafter acquired, except in the normal and ordinary course of business and in connection with its normal operation; (c) Maintain all the Assets other than inventory in their present condition, reasonable wear and tear and ordinary usage excepted, and maintain the inventory at levels normally maintained; and (d) Notify the Buyer promptly in the event of any material change in the Assets or the Seller’s business Business before Closing or any material adverse change in the financial condition of the Seller or of any breach of a representation or warranty provided in this AgreementClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Schmitt Industries Inc)

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Seller’s Operation of Business Before Closing. The Seller agrees and the Selling Member agree that between the date of this Agreement and the Closing, the Seller will: (a) Continue to operate the business that is the subject of this Agreement in the usual and ordinary course and in substantial conformity with all applicable laws, ordinances, regulations, rules, or orders, and will use its best efforts to preserve its business organization and to preserve the continued operation of its business with its customers, suppliers, and others having business relations with the Seller; (b) Not assign, sell, lease, or otherwise transfer or dispose of any of the Assets used in the performance of its business, whether now owned or hereafter acquired, except in the normal and ordinary course of business and in connection with its normal operation; (c) Maintain all the Assets other than inventory in their present condition, reasonable wear and tear and ordinary usage excepted, and maintain the inventory at levels normally maintained; and (d) Notify the Buyer promptly in the event of any material change in the Assets or the Seller’s 's business before Closing or any material adverse change in the financial condition of the Seller or of any breach of a representation or warranty provided in this Agreement.

Appears in 1 contract

Samples: Agreement for Sale and Purchase of Business Assets (Signal Bay, Inc.)

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