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.
Preservation of Organization. Prior to the Closing Date, Seller shall use its best efforts (without making any commitments on behalf of Buyer) to preserve its business organization intact, to keep available to Buyer the present key employees of the Hotel, and to preserve for Buyer the present relationships of Seller with its suppliers and customers and others having business relations with them.
Preservation of Organization. The Company will use its best reasonable efforts to preserve its business organization intact, to preserve for the benefit of the Surviving Corporation its present business relationships with its suppliers and customers and others having business relationships with it.
Preservation of Organization. Except as set forth on the Disclosure Schedule, since December 31, 1999, the Sellers have kept intact Business No. 1 and/or Business No. 2 and organization of the Sellers; retained the services of all the Sellers' material employees and agents, retained the Sellers' arrangements with the manufacturers of the products distributed by each Seller in the same manner as conducted prior to such date, and engaged in no transaction other than in the ordinary course of Sellers' Business No. 1 and/or Business No. 2.
Preservation of Organization. Subject to compliance with the provisions of Section 6.3, the Company will, and will cause each of its Subsidiaries to, use its best efforts to preserve its business organization intact in all material respects, use its reasonable efforts to keep available to the Company and its Subsidiaries, the present officers and employees of the Company and its Subsidiaries as a group and use its best efforts to preserve the present relationships of the Company and its Subsidiaries with suppliers and customers and others having business relations with the Company and its Subsidiaries.
Preservation of Organization. Seller shall use its best efforts to preserve the business of the Division and the organization of Seller, to keep available to Buyer the services of Seller's present employees, and to preserve for Buyer Seller's favorable business relationships with its suppliers, its customers and others with whom business relationships exist.
Preservation of Organization. Seller shall use its reasonable best efforts, provided that no material expenditure is required, to preserve intact the business organization of the Business, to keep available the services of current employees of the Business and to preserve for Purchaser the present relationships of the Business with its suppliers and customers and others having business relations with the Business.
Preservation of Organization. Exercise all reasonable efforts to preserve the business organization of the Station intact, and assist Citadel, as and when requested by Citadel, to preserve the present relationships of the Station with employees, suppliers, advertisers and customers and others having business relationships with the Station; provided, however, that nothing contained in this Agreement shall require either Seller to expend money in fulfillment of its obligations set forth in this Section 6.4 other than those expenditures that Sellers would have made in the ordinary course of the business of the Station and consistent with past practices.
Preservation of Organization. Seller will use commercially reasonable efforts, subject to the restraints set forth in this Section 5.6, to preserve the business organization of the Business intact, to preserve for Buyer the present relationships of the Business with its suppliers, customers and agents and to retain the present officers and Employees of the Seller other than Xxxxx Xxxxx and Xxx Xxxxxx, provided that Seller shall not be under any obligation to offer any payment or other inducement to any such officer or Employee to secure their availability to Buyer.
Preservation of Organization. (a) The Selling Entities acknowledge that the preservation of the Business during the Interim Period is an integral part of the transactions contemplated by this Agreement and that, without assurances that the Business would be adequately staffed and operated during the Interim Period, the Buyer would not have entered into this Agreement. Accordingly, each Selling Entity shall use reasonable efforts, which shall be deemed to include those bonus and retention efforts described on Schedule 7.7, to preserve the Business's business organization intact, to keep available to the Buyer substantially all strategically important employees of each Selling Entity relating to the Business, to facilitate an orderly transition from the Seller's operations with respect to the Business to those contemplated by the Buyer of certain employees to be hired by Buyer, and to preserve for the Buyer to the extent practical and within the control of the Seller the present relationships of each Selling Entity's suppliers and others having business relations with any Selling Entity in connection with the Business.
(b) Using the definitions set forth below, if the Field Employee Differential is more than ten percent (10%) of the Number of Original Field Employees, then Buyer shall be entitled to a credit against the Purchase Price equal to (x) $1,500 multiplied by the number by which the Field Employee Differential exceeds ten percent (10%) of the Number of Original Field Employees, up to the point at which the Field Employee Differential exceeds twenty percent (20%) of the Number of Original Field Employees, plus (y) $2,500 multiplied by the number by which the Field Employee Differential exceeds twenty percent (20%) of the Number of Original Field Employees. The following definitions are used in this Section: The "Field Employee Differential" is the number (if positive) obtained by subtracting the Number of Remaining Field Employees from the Number of Original Field Employees. The "Number of Original Field Employees" means the number of Specified Field Employees on the date hereof, multiplied by the Closed Store Fraction. The "Closed Store Fraction" is the number of Stores whose business is actually transferred to the Buyer on the Closing Date, divided by the number of Stores whose business would be transferred to the Buyer hereunder if the Closing Date were to occur immediately following the date hereof. The "Number of Remaining Field Employees" means (x) the number of persons who...
