CONDUCT AND TRANSACTIONS PRIOR TO CLOSING Clause Samples

CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. From and after the date of this Agreement until the Closing Date, except to the extent contemplated by this Agreement or otherwise consented to in writing by Buyer: (a) Seller shall operate its business in the same manner as presently conducted and only in the ordinary and usual course and consistent with past practice, and will use all reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. Seller shall use all reasonable efforts, consistent with its past practices, to promote its business and shall not take or omit to take any action which causes, or which is likely to cause, any deterioration of their present business or relationships with suppliers or customers. (b) Seller will maintain all of its properties and assets, tangible or intangible, in substantially the same condition and repair as such properties and assets are maintained as of the date hereof, ordinary wear and tear excepted, and shall take all reasonable steps necessary to maintain and protect its intangible assets. Seller shall not sell, lease or otherwise dispose of any of its assets except in the ordinary course of business consistent with past practice. (c) Without the prior written consent of Buyer, Seller shall not grant any salary increase to any employee, or enter into any new or amend or alter any existing employment agreement or bonus, incentive compensation, medical reimbursement, life insurance, deferred compensation, profit sharing, retirement, pension, stock option, group insurance, death benefit or other fringe benefit plans or other arrangements for its employees. (d) Seller shall keep its properties and business insured to the same extent as insured on the date hereof. (e) Seller shall not take any action or omit to take any action that could cause (with or without the giving of notice or the passage of time or both) the breach, default, acceleration, amendment, termination or waiver of or under any Material Agreement or the imposition of any lien, encumbrance, mortgage or other claim or charge against the Assets. (f) Seller will maintain its books, accounts and records in accordance with good business practice and generally accepted accounting principles consistently applied. (g) Neither Seller nor Pick shall take any action that would cause their representations and warranties set forth herein not to be true and correct at and as of the Closing Date as if made at and as of s...