TRANSACTIONS AND CONDUCT OF BUSINESS PENDING THE CLOSING Sample Clauses

TRANSACTIONS AND CONDUCT OF BUSINESS PENDING THE CLOSING. The Seller covenants and agrees that pending the Closing:
Sample 1
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TRANSACTIONS AND CONDUCT OF BUSINESS PENDING THE CLOSING. (a) EXAMINATIONS, INVESTIGATIONS. Subject to the limitations set forth in this clause (a), at any time after the submission of the filings contemplated by Section 7.2 and prior to the Closing Date, (i) Buyer shall be entitled, through its employees and representatives (including, without limitation, its counsel and accountants), to enter upon and make such investigation of the Assets, and such examination of the books and records, financial condition and operations of the Business, as Buyer may reasonably request, (ii) Buyer shall be entitled, through its employees and representatives, to enter upon the Assets and solicit applications for employment with Buyer and to conduct interviews with the Sellers' employees in accordance with Buyer's customary practices, (it being understood and agreed that Buyer will exercise this right and complete its review of such employees as soon as practicable after the date of this Agreement) and (iii) Sellers will make the management and employees of Sellers and ATPG available to Buyer and provide such other information to Buyer and its authorized representatives as shall have been reasonably requested by Buyer or such authorized representatives. Buyer shall indemnify Sellers for any costs, expenses, legal fees and other liabilities from claims, suits or proceedings resulting from, or in connection with, actions taken by Buyer in respect of these examinations and investigations. Any such investigation, examination and employee interview shall be conducted at, and members of management and employees of Sellers and ATPG who are specifically identified by Buyer shall be made available as contemplated by this paragraph at, reasonable times, under reasonable circumstances and with reasonable advance notice; PROVIDED, HOWEVER, that such investigation, examination or management availability shall not unreasonably interfere with the business operations of Sellers or ATPG, the regulatory filings (or review thereof by any Governmental or Regulatory Body) contemplated by Section 7.2 or negotiations with respect to and any disclosures to employees of ATPG. All information provided to Buyer pursuant to this Section 7.1(a) shall be subject to the provisions of the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, Buyer agrees and acknowledges that certain information, as determined by Sellers, about the Business is commercially sensitive and, except as provided in that certain letter agreement dated M...
Sample 1
TRANSACTIONS AND CONDUCT OF BUSINESS PENDING THE CLOSING. From the Effective Date until the Closing Date, Seller represents, warrants and covenants that Seller shall conduct the Business in the Ordinary Course and will use its commercially reasonable efforts to preserve intact the Business organization and relationships with third parties and to keep available the services of the Employees. Without limiting the generality of the foregoing, from the Effective Date until the Closing Date, and except as disclosed in Schedule 6.01, Seller will not do or propose to do any of the following with respect to, or which could reasonably be expected to have a Material Adverse Effect on, the Business or the Purchased Assets, without the prior written consent of Buyer:
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TRANSACTIONS AND CONDUCT OF BUSINESS PENDING THE CLOSING 
Sample 1

Related to TRANSACTIONS AND CONDUCT OF BUSINESS PENDING THE CLOSING

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • CONDUCT OF BUSINESS PENDING THE MERGER Section 6.01 Conduct of Business by the Company Pending the Merger.

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • Conduct of Business by Parent Pending the Merger Parent and Acquisition Sub covenant and agree with the Company that between the date hereof and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent and Acquisition Sub:

  • Conduct of Business Pending Consummation 7.1 Affirmative Covenants of Each Party. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and material Assets and maintain its rights and franchises, and (iii) take no action that would (A) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (B) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement.

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Conduct of Business by the Company Pending the Merger The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

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