Conduct of the Business Prior to the Closing Date Clause Samples
Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayed, prior to the Closing, Seller will, and will cause its Affiliates to:
(i) not make or permit any material change in the general nature of the Business;
(ii) operate and maintain the Business in the ordinary course of business consistent with Good Utility Practices, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business;
(iii) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business;
(iv) not (A) sell, lease (as lessor) or dispose of or otherwise transfer or make any Contract for the sale, lease (as lessor), disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregate;
(v) not allow any material change in the levels of inventory customarily maintained by Seller with respect to the Business;
(vi) not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 in the aggregate except in the event of service interruption, emergency or casualty loss;
(vii) comply in all material respects with all applicable material Legal Requirements, including those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAP;
(viii) comply with the Employee Agreement;
(ix) except (A) in the ordinary course of business and consistent with past practice (including any annual salary adju...
Conduct of the Business Prior to the Closing Date. (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement in accordance with its terms and the Closing, except with the prior written consent of the Purchaser, which shall not be unreasonably withheld, delayed or conditioned and except in the event that such action is required by Law, in which case the prior written consent of the Purchaser shall not be required, but prior to such action being taken, the Company shall provide written notice of such action in reasonable detail to the Purchaser, the Company shall, and the Seller and the Trustees shall cause the Company to:
(i) conduct the operations of the Company in the ordinary course of business (including the collection of the Receivables and the payment of accounts payable) and use best efforts to preserve intact its business organization, keep available the services of officers, employees, consultants and independent contractors, and maintain satisfactory relationships with suppliers, customers and others having business relationships with the Company;
(ii) maintain the assets of the Company in customary repair, order and condition, maintain insurance reasonably comparable to that in effect on the Latest Balance Sheet Date, replace in accordance with past practice inoperable or worn out assets with modern assets of comparable quality, invest in capital expenditures in accordance with the Company’s annual budget and past practices and, in the event of a casualty, loss or damage to any of such assets or properties prior to the Closing Date for which the Company is insured or the condemnation of any assets or properties, either repair or replace such assets or property or, if the Purchaser agrees, cause the Company to retain such insurance or condemnation proceeds;
(iii) pay all Taxes when they become due and payable;
(iv) maintain in good standing all Permits held by the Company on a timely basis;
(v) within thirty (30) days after the end of each calendar month beginning with the calendar month ending after the date hereof, furnish to the Purchaser the Latest Balance Sheet, and the related unaudited statements of operations and other comprehensive income, statements of stockholders’ equity, and statements of cash flows for the period then ended; or
(vi) without undue disruption of its business, give the Purchaser and its representatives reasonable access upon reasonable notice and during times mutually convenient to the Purchaser and senior managemen...
Conduct of the Business Prior to the Closing Date. From the date hereof until the Closing Date, the Company shall operate the Business only in the ordinary course of business, and shall not engage in any of the actions described in Section 3.15 without the written consent of Buyer.
Conduct of the Business Prior to the Closing Date. Except as contemplated in this Agreement, prior to the Closing, the Stockholders will conduct, and shall cause the Company to conduct, the Company's business only in the Ordinary Course of Business, and, without limitation of the foregoing, will:
(1) not, and will cause the Company not to, make or permit any material change in the general nature of the Company's business;
(2) maintain the Company's business in accordance with prudent business judgment and consistent with past practice and policy, and maintain the Company's assets in good repair, order and condition, reasonable wear and tear excepted;
(3) preserve the Company as an ongoing business and use reasonable efforts to maintain the goodwill associated with the Company;
(4) preserve all of the Company's Licenses;
(5) cause the Company not to, enter into any material transaction or Contract involving a total commitment by or to any party thereto of more than $1,000 on an annual basis or more than $1,000 for its remaining term which cannot be terminated on no more than 60 days' notice without penalty or additional cost to the Company as the terminating party;
(6) cause the Company not to, purchase, sell, lease, dispose of or otherwise transfer or make any contract for the purchase, sale, lease, disposition or transfer of, or subject to Lien, any of the assets of the Company, including without limitation, Intellectual Property, except for such dispositions in the ordinary course of business, which in the aggregate are not material, or dispositions of obsolete assets;
(7) cause the Company not to, make any changes in financial policies or practices, or strategic or operating policies or practices of the Company;
(8) cause the Company to comply in all material respects with all applicable Laws and permits, including without limitation those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith;
(9) cause the Company not to, grant any increase or change in total compensation, benefits or pay any bonus to any employee, independent contractor, director or consultant of the Company;
(10) cause the Company not to, grant or enter into or extend the term of any Contract with respect to continued employment or service for any employee, independent contractor, officer, director or consultant of the Company;
(11) cause the Company not to, make any loan or advance to any Person other than to any officer, director, stockholder or empl...
Conduct of the Business Prior to the Closing Date. During the ------------------------------------------------- period from the date hereof to the Closing Date, Sellers will operate the Assets and the Business in the usual, regular and ordinary course consistent with past practice and will use all commercially reasonable efforts to (i) preserve intact the Business and preserve the goodwill and relationships with customers, suppliers and others having business dealings with the Business, (ii) maintain the properties, machinery and equipment included in the Assets in sufficient operating condition and repair (subject to retirements in the ordinary course of business consistent with past practice) to enable Buyer to use them as they have been used in conduct of the Business, and (iii) conduct the Business in such manner that the representations and warranties of Sellers contained herein to the extent relating to the Business or the Assets shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, except for representations and warranties made as of, or in respect of, only a specified date or period, and except to the extent expressly permitted by the next sentence hereof. Without limiting the generality of the foregoing, with respect to the Business, except (i) as contemplated in this Agreement or in Schedule 6.1, (ii) as required by any Legal Requirement or Order or (iii) as otherwise expressly consented to in writing by Buyer prior to the Closing, Sellers will:
(1) Not make or permit any material change in the general nature of the Business;
(2) Not enter into any material transaction or Contract that would be required to be described on Schedule 5.12 if in existence on the date hereof, other than (a) pursuant to the Capital Budget, (b) the purchase of gas in accordance with the Asset Management Plan described in item II.2 of Schedule 5.8 (the "Asset Management Plan") or (c) in the ordinary course of business consistent with past practices provided Buyer has consented thereto in writing, which consent shall not be unreasonably withheld or delayed;
(3) Not purchase, sell, lease, dispose of or otherwise transfer or make any Contract for the purchase, sale, lease, disposition or transfer of, any material Assets other than (a) pursuant to the Capital Budget, (b) the purchase of gas in accordance with the Asset Management Plan or (c) in the ordinary course of business consistent with past practices provided Buyer has consented thereto in writing, which consent shall...
Conduct of the Business Prior to the Closing Date. The business shall have been conducted in accordance with the provisions of Section 6.4 of this Agreement and Shareholder Parties shall have delivered to Buyer true and correct copies of all internally generated financial statements, in the form typically produced by the Company in the ordinary course of business, as of the end of each calendar month between the December 31, 2004 and the Closing Date. Each such monthly financial statement shall be delivered as soon as reasonably practical following the end of the preceding month.
Conduct of the Business Prior to the Closing Date. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date (the “Pre-Closing Period”), except as expressly contemplated or permitted by this Agreement, the Company and the Operating Company shall, and the Company shall cause the Operating Company and each of its other Subsidiaries, to (a) conduct its business in the ordinary course consistent in all material respects with past practice and all applicable Laws and Regulations, (b) use reasonable commercial efforts consistent with past practice and policies to preserve intact the Company Entity’s present business organizations, keep available the services of the employees of the business and preserve the relationships with customers, suppliers, distributors, licensors, licensees of the business, and others having significant business dealings with the business and (c) not take any action intended to adversely affect or delay in any material respect the ability of either Purchaser or the Company to obtain any necessary approvals of any regulatory agency or other Governmental Entity required to consummate the transactions contemplated hereby.
Conduct of the Business Prior to the Closing Date. From the date hereof until the Closing Date, APD shall operate its business only in the ordinary course, and shall not engage in any of the actions described in Section 3.15 without the written consent of Buyer in each instance.
Conduct of the Business Prior to the Closing Date. During the period from the date of this Agreement and continuing through the Closing Date, Seller agrees that, except as expressly contemplated or permitted by this Agreement or to the extent that Purchaser shall otherwise consent in writing, Seller shall operate the Business and its affairs in such a manner so that the representations, warranties and covenants contained in Article IV shall continue to be true and correct throughout such period and on and as of the Closing Date as if made by Seller on the Closing Date, and throughout such period Seller shall operate the Business in the ordinary course in at least the same manner as heretofore conducted and shall (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees,
Conduct of the Business Prior to the Closing Date. Except (i) as contemplated in this Agreement, (ii) in connection with the proposed sale of its Prison Industry Enhancement business, (iii) as required by law or regulation or (iv) as otherwise expressly consented to in writing by ONSS, which consent will not be unreasonably withheld or delayed, prior to the Closing, USXX will:
(1) Not make or permit any material change in the general nature of its business;
(2) Maintain its present operations in the Ordinary Course of Business in accordance with prudent business judgment and consistent with past practice and policy, and maintain its assets in good repair, order and condition, reasonable wear and tear excepted, subject to retirements in the Ordinary Course of Business;
(3) Preserve USXX as an ongoing business and use reasonable efforts to maintain the goodwill associated with USXX; and
(4) Preserve all of USXX' licenses, authorizations and other governmental rights and permits necessary for the operation of USXX.