Conduct of Business Before Closing Clause Samples
The "Conduct of Business Before Closing" clause sets out the obligations and restrictions on how a seller must operate their business in the period between signing a purchase agreement and the transaction's closing. Typically, it requires the seller to continue running the business in the ordinary course, maintain assets, and avoid significant changes such as taking on new debt, selling key assets, or entering into unusual contracts without the buyer's consent. This clause ensures the business remains stable and substantially unchanged, protecting the buyer from unexpected risks or value erosion before ownership is transferred.
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Conduct of Business Before Closing. 4.1 With respect to the conduct of the Company’s Business from and after the date of this Agreement and before the Closing, except as may be otherwise agreed by the Buyers under this Agreement or approved in writing by the Buyers, the Sellers shall cause the Company to:
(a) conduct and maintain its Business and operations in the ordinary course and consistent with its past practices;
(b) maintain insurance in such amounts and against such risks and losses as are consistent with past practice and apply all insurance proceeds received to Claims made against the Company, or its assets, as applicable;
(c) make all filings, reports and disclosures required under Applicable Laws in the PRC in connection with, or arising from, the Business or other operations of the Company in the ordinary course;
(d) maintain and keep its licenses and permits required in connection with its business and operations valid, effective and current;
(e) (i) preserve intact the Company’s business organizations, (ii) except as otherwise agreed with the Buyers or for any voluntary resignations (without any action on the part of the Company or any Seller) by the Company’s current officers and employees, keep available the services of its current officers and employees, (iii) preserve the goodwill of those having business relationships with the Company, (iv) preserve the Company’s relationships with customers, creditors and suppliers, (v) maintain the books, accounts and records of the Company in the proper course in accordance with PRC GAAP, and properly record all transactions on such books, accounts and records, and (vi) comply with any Applicable Laws, including applicable anti-corruption laws and regulations, and to take such necessary corrective measures as may be required under such laws or reasonably requested by the Buyers;
(f) provide the Buyers and their Representatives with the updated financial statements, i.e., income statement, balance sheet and cash flows statement etc., including the actual incurred numbers and the forecast on monthly basis;
(g) comply with all Applicable Laws, and take, or cause to be taken, all appropriate actions, do or cause to be done all things necessary, proper or advisable under applicable PRC laws, including but not limited to, the payment of all applicable Tax and employee contributions; and
(h) provide the Buyers and their Representatives with all necessary documents, information and assistance, and to execute and deliver such documents and othe...
Conduct of Business Before Closing. Before Closing, each party covenants and promises as follows:
Conduct of Business Before Closing. From the date hereof until the Closing Date, except as otherwise provided in this Agreement or consented to in writing by the Buyer, the Seller shall:
(a) conduct the Business in the ordinary course of business consistent with past practice;
(b) use commercially reasonable efforts to maintain, preserve and protect the Purchased Assets and Business, including its income, goodwill and reputation;
(c) maintain the Purchased Assets owned, operated or used by the Seller in the same condition as they were on the date of this Agreement; and
(d) comply in all material respects with all applicable laws.
Conduct of Business Before Closing. Between the date of this Agreement and Closing, each member of the Company Group shall carry on its business, as carried on as at the date of this Agreement, in the normal course and shall not do anything which would require the consent or approval of the Investors or a Series E Director under the Amended ▇▇▇ (assuming the Amended ▇▇▇ had already been executed).
Conduct of Business Before Closing. Until Closing Sellers shall not, without the prior written consent of Buyer (a) fail to cause the Company to operate in the ordinary course of business, (b) take or permit the Company to take any action which would require a change or addition to or deletion from the disclosures of Sellers pursuant to Article II hereof, or (c) permit the Company to file any document with the SEC.
Conduct of Business Before Closing. Prior to the Closing Date, CMLP, ▇▇▇▇▇▇, and the Company will not enter into any transaction which would be of such materiality as to render materially false or misleading the description of the Company’s business activities, assets, properties, liabilities, contractual commitments and/or business relationships or other matters as set forth in this Agreement. Seller and the Company covenant and agree that, from the date of this Agreement until the Closing Date, the Company will at all times conduct its business in the usual and ordinary course and will not, without the prior written consent of VCG, (a) purchase, sell, or otherwise dispose of any property, asset or services of any kind, other than purchases and sales in the ordinary course of business; (b) mortgage, pledge, create security interests in or otherwise encumber any of its properties or assets; (c) make or incur any capital commitment or expenditure or any unusual or long term commitment; (d) grant any increase in salary or other increased compensation to any of its employees or independent contractors; (e) declare or pay any dividend or make any other distribution to shareholders; (f) reveal to third persons any trade secrets, customer lists, or other confidential or proprietary information; (g) enter into any lease, contract, agreement, purchase or sale order or other commitment relating to the property or the assets or the PT’s; or (h) modify, amend, cancel or terminate any of its existing leases, contracts, agreements or other commitments relating to the Company’s business, assets or property, or act otherwise in any manner that may adversely affect its rights, interests, assets, properties or business.
Conduct of Business Before Closing. From the date hereof, until Closing, Seller shall (a) cause the business of the Seller to be operating in the ordinary course of business and (b) not take any action which would require a change or addition to or deletion from the disclosures of Seller pursuant to Article II hereof, without the prior written consent of Buyer.
Conduct of Business Before Closing. Prior to the Closing Date, Seller and the Company will not enter into any transaction which would be of such materiality as to render materially false or misleading the description of the Company’s business activities, assets, properties, liabilities, contractual commitments and/or business relationships or other matters as set forth in this Agreement. Seller and the Company covenant and agree that, from the date of this Agreement until the Closing Date, the Company will at all times conduct its business in the usual and ordinary course and will not, without the prior written consent of Buyer, (a) purchase, sell, or otherwise dispose of any property, asset or services of any kind, other than purchases and sales in the ordinary course of business; (b) mortgage, pledge, create security interests in or otherwise encumber any of its properties or assets; (c) make or incur any capital commitment or expenditure or any unusual or long term commitment; (d) grant any increase in salary or other increased compensation to any of its employees or independent contractors; (e) declare or pay any dividend or make any other distribution to shareholders; (f) reveal to third persons any trade secrets, customer lists, or other confidential or proprietary information; (g) enter into any lease, contract, agreement, purchase or sale order or other commitment relating to the property or the assets or the Centerfold Showclub; or (h) modify, amend, cancel or terminate any of its existing leases, contracts, agreements or other commitments relating to the Company’s business, assets or property, or act otherwise in any manner that may adversely affect its rights, interests, assets, properties or business.
Conduct of Business Before Closing. (a) Seller will carry on the business of the Branches diligently and substantially in the same manner as on the date hereof, and Seller will not, with respect to the Branches, engage in any one or more activities or transactions that are outside the ordinary course of the business of the Branches, as conducted as of the date hereof, except for activities or transactions contemplated by this Agreement or necessary to obtain any regulatory or governmental approval of the transactions contemplated by this Agreement or otherwise to comply with any requirement of any applicable law, rule or regulation or any order of any court or other governmental authority. In addition, Seller shall use its commercially reasonable efforts: (i) to preserve its business operations as conducted at the Branches, (ii) to preserve for Buyer the goodwill of its customers and others doing business with the Branches; (iii) to maintain and preserve intact its relationship with the personnel of the Branches; and (iv) to cooperate with and assist in assuring the orderly transition of such business from Seller to Buyer. Nothing herein shall be construed as requiring Seller to engage in any activities or efforts outside the ordinary course of business as presently conducted.
(b) Except as may be required by any regulatory or other governmental authorities or as necessary to comply with any applicable law, rule or regulation or any order of any court or other governmental authority, Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld:
(i) transfer to Seller’s other branches any Assets;
(ii) transfer to Seller’s other branches any Deposit Accounts at the Branches except upon the unsolicited request of a depositor in the ordinary course of business;
(iii) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding, or negotiate with any party with respect to entering into a contract, agreement or understanding, to transfer, assign, encumber or otherwise dispose of any or all of the Assets or Deposit Liabilities except in the ordinary course of business or pursuant to this Agreement;
(iv) except for improvements to ATMs at the Branches required for compliance with the Americans With Disabilities Act of 1990, as amended, invest in any fixed assets or improvements to the Branches which requires aggregate future payments in excess of five thousand dollars ($5,000);
(v) enter into any new contr...
Conduct of Business Before Closing. In the event Buyer and or designee of Buyer shall be appointed directors of the Company, prior to Closing, then until Closing Buyer shall (a) cause the Company to operate in the ordinary course of business and (b) not take or permit the Company to take any action which would require a change or addition to or deletion from the disclosures of Sellers pursuant to Article II and IIA hereof, without the prior written consent of Sellers.