Conduct of Business After Closing Clause Samples
The 'Conduct of Business After Closing' clause defines the obligations and standards for how the acquired business must be operated following the completion of a transaction. Typically, this clause outlines the buyer’s responsibilities to maintain the business in the ordinary course, comply with applicable laws, or uphold certain operational practices agreed upon during negotiations. For example, it may require the buyer to preserve key employee roles, maintain existing customer contracts, or refrain from making significant changes without the seller’s consent. The core function of this clause is to protect the seller’s interests and ensure continuity, minimizing the risk of immediate disruptive changes that could affect the value or reputation of the business post-closing.
Conduct of Business After Closing. (a) During the period from the Closing Date through the later of (i) the date that is ninety (90) days following the PA Termination Date or (ii) if either Buyer has made a Buyer Repurchase Election or Seller has made a Seller Repurchase Election, the Effective Date (as defined in the Post-Closing Membership Interests Assignment Agreement between the Parties entered into pursuant to Section 2.9 or Section 2.10, as applicable), except (A) as required by applicable Laws, (B) as otherwise contemplated by this Agreement, (C) for actions taken in response to a business emergency, or (D) as Seller otherwise consents in writing in advance (which consent may be withheld in Seller’s reasonable discretion), Buyer shall cause the Company not to: (1) incur any Indebtedness except as Buyer deems in good faith necessary or appropriate to continue development of the Rio Bravo Pipeline System, or (2) engage in any business unrelated to the development, construction or operation of the Rio Bravo Pipeline System.
(b) During the period from the Closing Date through the later of (i) the date that is ninety-five (95) days following the PA Termination Date or (ii) if either Buyer has made a Buyer Repurchase Election or Seller has made a Seller Repurchase Election, the Effective Date (as defined in the Post-Closing Membership Interests Assignment Agreement between the Parties entered into pursuant to Section 2.9 or Section 2.10, as applicable), the Company shall pay (and Buyer shall cause the Company to pay) all costs allocable to it under the Rio Bravo Ocelot Agreement, the Port of Brownsville Reimbursement Agreement and the Rio Bravo Wetlands Agreement.
(c) During the period from the Closing Date through the later of (i) the date that is ninety-five (95) days following the PA Termination Date or (ii) if either Buyer has made a Buyer Repurchase Election or Seller has made a Seller Repurchase Election, the Effective Date (as defined in the Post-Closing Membership Interests Assignment Agreement between the Parties entered into pursuant to Section 2.9 or Section 2.10, as applicable), Seller shall cause Rio Grande to pay all costs allocable to it under the Rio Grande Ocelot Agreement, the Port of Brownsville Reimbursement Agreement and the Rio Grande Wetlands Agreement.
(d) For the avoidance of doubt, nothing contained in this Section 6.14 is intended to give (i) Seller, directly or indirectly, the right to control or direct the Business or the operations of Buyer or the Company aft...
Conduct of Business After Closing. (a) During the period beginning on the Closing Date and ending on the date of the determination of the Final Post Closing Payment Amount, Purchaser shall:
(i) use reasonable best efforts to maintain the Information and Records relating to the Business in a manner consistent with good commercial practices and in a manner that will enable Purchaser to calculate the Expense Synergy Amount; and
(ii) allocate selling, general and administrative expenses to the Business in a manner consistent with the current allocations among Purchaser’s subsidiaries and business units.
(b) During the period beginning on the Closing Date and ending on the second anniversary of the Closing Date, Purchaser shall provide Parent, no later than 30 days after the last day of each fiscal quarter of the Business, a report of the earnings before long-term interest, taxes, depreciation and amortization derived from the Business during such fiscal quarter, and shall provide Parent with reasonable documentation relating to such report. In the event that Parent reasonably believes that any report provided pursuant to the immediately preceding sentence is materially deficient, Parent shall have the right, at any time after the first anniversary of the Closing Date, to review the Information and Records solely to enable Parent to assess such reports.
(c) During the period beginning on the second anniversary of the Closing Date and ending on the date of the determination of the Final Closing Payment Amount, and solely to enable Parent to review Purchaser’s calculation of the Post Closing Payment Amount, Purchaser shall allow Parent reasonable access to the Information and Records relating to the Business.
Conduct of Business After Closing. After the Closing, the Group Companies shall use best efforts to, and each of the Founders undertakes to use his/her best efforts to cause the Group Companies to conduct their business in compliance with all Applicable Law and strengthen their corporate governance, financial reporting processes, operations and internal controls. In the event of any change in Applicable Law, the Group Companies shall, and the Founders shall cause the Group Companies to, undertake all necessary action so as to ensure that the Principal Businesses may continue to be operated.
Conduct of Business After Closing. All other liabilities, responsibilities and obligations arising out of, resulting from, or relating to any violation of any statute, ordinance, regulation, or other governmental requirement in connection with the use and ownership of the Acquired Assets by BUYER after the Closing or the conduct of the Business by BUYER after the Closing.
Conduct of Business After Closing. The parties agree that through December 31, 2003, Seller will continue to provide all services required under the Contracts with Seller's PEO clients under the terms of said Contracts. Seller shall use the Asstes acquired by Buyer and the employees hired by Buyer to provide such services. On or before the tenth day of each month, Seller shall pay to Buyer the amount received from PEO clients for such services during the prior month less the amount paid out in rendering such services during the prior month. Should Seller not receives a sufficient amount to meet the obligations of rendering such services, Buyer will provide additional funds up to the amount required to render such services.
Conduct of Business After Closing. Unless Seller shall otherwise consent in writing, during the period commencing with the Closing Date and terminating upon the earlier of the termination of the Promissory Note or the one (1) year anniversary of the Closing Date, Buyer shall cause Stock Purchase Agreement – Clever/KAC the Company not to do or cause to be done any of the following: (i) sell, assign, transfer, lease or otherwise dispose of any material tangible or intangible, real property, personal property or Intellectual Property owned by the Company, except in the ordinary course of business, (ii) except in the ordinary course of business, create any Lien on any assets or properties (whether tangible or intangible) of the Company (other than Permitted Liens), (iii) materially change the nature of the Business as conducted immediately prior to Closing, (iv) issue or sell any additional shares of capital stock of or other equity interests in the Company, or securities convertible into or exchangeable for shares of capital stock of or other equity interests in the Company, or issue or grant any options, warrants, calls, subscription rights or other rights of any kind to acquire additional shares of capital stock of or other equity interests in the Company, or (v) enter into any agreement to take, or cause to be taken, any of the actions set forth in this Section 8(o).
Conduct of Business After Closing. At all times during the period from the Closing Date to the day Breakwater fully satisfies its obligations under Section 5.4, Breakwater will cause BWCL to carry on its business in the ordinary and normal course in a prudent, businesslike, and efficient manner and will not permit BWCL to take, or fail to take any action or proceeding that will or might cause a Governmental Authority to (i) make a claim against or draw down on the ▇▇▇▇ Falls Letters of Credit or any one of them or (ii) amend the applicable Permit or Permits to change the form or amount of security posted thereunder. Until such time as Breakwater fully satisfies its obligations under Section 5.4, the ▇▇▇▇ Falls Mine and the Discovery Terminal will be owned or leased, and the Business owned and operated, by a corporation that is, directly or indirectly, a wholly owned subsidiary of Breakwater. If, after the Closing Date and for any reason whatsoever, a Governmental Authority makes a claim against or draws down on the ▇▇▇▇ Falls Letters of Credit or any one of them, then Breakwater will forthwith pay to Boliden the principal amount of the claim or draw down plus any interest paid by Boliden or its Affiliate as a consequence of the claim or draw down of the ▇▇▇▇ Falls Letters of Credit. After the Closing Date, Breakwater will cause BWCL to perform all obligations under all BWCL Liabilities including paying and fully satisfying all BWCL Liabilities as they become due and payable.
Conduct of Business After Closing. On and after the Effective Date and except as otherwise expressly consented to or approved by each of the Shareholders, the Surviving Corporation and Acquiror in writing, Acquiror and the Surviving Corporation will each carry on their respective businesses diligently and substantially in the same manner as heretofore conducted, and none shall incur any material liabilities, except in the ordinary course of business.
Conduct of Business After Closing. After the Closing and until expiration --------------------------------- of the period with respect to which United is required to make payments of additional contingent Purchase Price pursuant to Section 1.5, the Corporation will, and United will cause the Corporation to, continue to recognize revenue in accordance with generally accepted accounting principles, and operate in a commercially reasonable manner consistent with general industry standards; provided, that the Corporation may operate, and United may cause the Corporation to operate, in any manner in the Corporation's or United's sole discretion.
Conduct of Business After Closing. During the Earnout Period, Buyer shall use commercially reasonable efforts to maximize sales of Eligible Product and will prioritize and promote sales of Eligible Product through its St. Lawr▇▇▇▇ ▇▇▇ision above all other products and services. During the Earnout Period, Buyer shall actively and diligently pursue new customers for Eligible Product and maintain good business relationships with traditional customers of Seller, as listed on Schedule 1.5.3.1, of Eligible Product.