Common use of Conduct Pending Closing Clause in Contracts

Conduct Pending Closing. Prior to each applicable Closing Date, each Party shall, and shall cause its subsidiaries to (in each case, except to the extent that the applicable matter is the responsibility of any applicable Dealer or Agent), (a) maintain its Properties and related equipment in working condition and repair and covered by existing policies of insurance; (b) comply in all material respects with all Assumed Contracts to which it is a party; (c) collect its accounts receivable and pay its accounts payable in the ordinary and usual course consistent with past practice; (d) except for the Dealerizations, operate its Properties in the ordinary course of business, consistent with their operations for the 12-month period prior to the date hereof, and (e) not take, directly or indirectly, any of the following actions with respect to the Assets to be assigned by it hereunder unless the other Party otherwise consents in writing or as required by applicable law: (i) sell, lease or otherwise dispose of any of its Properties or Material Items of Equipment, or cause or permit any Lien to exist on any of its Properties or other Assets (except Permitted Liens); (ii) make any capital expenditures at its Properties or enter into any Contract to do so that will not be completed prior to the applicable Closing Date; (iii) assign, delegate, amend, terminate or permit to lapse, any of its Assumed Contracts; or (iv) terminate or permit the lapse of any Permit necessary for its ownership or operation of any of its Properties. Prior to each applicable Closing Date, each Party shall confer with the other Party on a regular basis to keep it informed with respect to operational matters of a material nature relating to its Assets and to report the general status of the ongoing operations of the Properties and will give prompt notice to the other Party of any communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement. Each Party shall also deliver to the other Party monthly income statements, fuel volume reports and other financial information reasonably requested by the other Party with respect to its Properties that have not yet been assigned hereunder, promptly after such information becomes available.

Conduct Pending Closing. Prior to each applicable During the period from the Execution Date until the earlier of the Closing Date, each Party shall, and shall cause its subsidiaries to (in each case, except to Date or the extent that the applicable matter is the responsibility termination of any applicable Dealer or Agent), this Agreement: (a) maintain its Properties and related equipment in working condition and repair and covered by existing policies of insurance; (b) comply in all material respects with all Assumed Contracts to which it is a party; (c) collect its accounts receivable and pay its accounts payable in the ordinary and usual course consistent with past practice; (d) except for the Dealerizations, operate its Properties in the ordinary course of business, consistent with their operations for the 12-month period prior to the date hereof, and (e) not take, directly or indirectly, any None of the following actions ▇▇▇ Parties shall require payment from any ▇▇▇▇▇▇▇▇ Party (or its Affiliates) with respect to the Assets DBJV Interest (for capital calls or otherwise), and ▇▇▇ (or one of its Affiliates) shall fund on behalf of the ▇▇▇▇▇▇▇▇ Parties any such amounts owing, provided, however, that if this Agreement is terminated without closing, the ▇▇▇▇▇▇▇▇ Parties shall pay to ▇▇▇ such amounts paid by ▇▇▇ that would have otherwise have been required to be assigned paid by it hereunder unless the other Party otherwise consents in writing or as required by applicable law: (i) sell, lease or otherwise dispose of any of its Properties or Material Items of Equipment, or cause or permit any Lien to exist on any of its Properties or other Assets (except Permitted Liens)▇▇▇▇▇▇▇▇ Parties under the DBJV Interest; (iib) make None of the ▇▇▇▇▇▇▇▇ Parties shall require payment from any capital expenditures at ▇▇▇ Party (or its Properties or enter into any Contract to do so that will not be completed prior Affiliates) with respect to the applicable Closing DateArea A Interest (for capital calls or otherwise), and AMS (or one of its Affiliates) shall fund on behalf of the ▇▇▇ Parties any such amounts owing, provided, however, that if this Agreement is terminated without closing, the ▇▇▇ Parties shall pay promptly to AMS such amounts paid by AMS that would have otherwise have been required to be paid by the ▇▇▇ Parties under the Area A Interest; (iiic) assign, delegate, amend, terminate or permit to lapse, any of its Assumed Contracts; or (iv) terminate or permit the lapse of any Permit necessary for its ownership or operation of any of its Properties. Prior to each applicable Closing Date, each Party shall confer Other than in accordance with the other Party on a regular basis to keep it informed Area A ROFR, as contemplated by this Agreement, the ▇▇▇ Parties shall maintain the Area A Interest unencumbered and unmodified and shall not vote or otherwise exercise rights under the Area A Interest in any manner inconsistent with respect to operational matters of a material nature relating to its Assets and to report the general status preservation of the ongoing operations value of the Properties and will give prompt notice to Area A Interest or the other Party consummation of any communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement. Each ; (d) The ▇▇▇▇▇▇▇▇ Parties shall maintain the DBJV Interest unencumbered and unmodified and shall not vote or otherwise exercise rights under the DBJV Interest in any manner inconsistent with the preservation of the value of the DBJV Interest or the consummation of the transactions contemplated by this Agreement; and (e) No Party shall also deliver will assign or transfer to any Person whatsoever all or any part of the other Party monthly income statementsclaims, fuel volume reports and other financial information reasonably requested by the other Party with respect demands, liabilities, responsibilities, disputes, causes of action or obligations to its Properties that have not yet been assigned hereunder, promptly after such information becomes availablebe released at Closing pursuant to Section 9.1(d).

Conduct Pending Closing. Prior to each applicable Between the date of this Agreement and the Closing Date, each Party shall, and shall cause its subsidiaries except with the prior written consent to (in each case, except to the extent that the applicable matter is the responsibility of any applicable Dealer or Agent), INSCI. (a) SELLERS shall maintain its Properties in full force and related equipment in working condition effect the corporate existence of the CORPORATION, their respective rights and repair franchises ad all business permits, trademarks and covered trade names owned or possessed by existing policies the CORPORATIONS which are material to the conduct of insurance; the business of the CORPORATION. (b) Any outstanding taxes, assessments, and other governmental charges imposed upon the CORPORATIONS with respect to their franchises or income will be paid or accrued provided, however, that unless and until a foreclosure restrain sale or any similar proceeding shall have been commenced, no such tax or charge need be paid if the same is being contested in good faith by proper proceedings diligently conducted. (c) INSCI will be responsible for payment of any obligations of the CORPORATION within the $870,000 negative working capitol covenant (excluding the current portion of Convertible Loans Payable). (d) SELLERS will cause the CORPORATION to keep its fixed assets in working order and condition, reasonable wear and tear excepted, and the CORPORATION will comply in all material respects with each provision of all Assumed Contracts leases to which it any of them is a party; (c) collect its accounts receivable and pay its accounts payable in party or under which any of them occupies property if the ordinary and usual course consistent with past practice; (d) except for the Dealerizationsbreach of such provision might have a material adverse effect, operate its Properties other than in the ordinary course of business, consistent with their on the condition, financial or otherwise, or operations for of the 12-month period prior to the date hereofCORPORATION taken as a whole, and the CORPORATION will obtain all required consents in favor of INSCI to assure that the within Agreement does not violate any leases, agreements or contracts of the CORPORATION. (e) The CORPORATION shall not takeenter into any material transaction or agreement, including, but not limited to, a loan, lease, royalty, purchase or sale agreement, directly or indirectly, with or which will benefit any officer, director, or holder of the IBC stock or any family member or relative of such officer, director, or shareholder or any corporation or other entity or person which directly or indirectly controls, is controlled by or is under common control with such officer, director or stockholder or family member or relative of such officer, director, or stockholder. (f) The CORPORATION will not: (i) sell or agree to sell any of the following actions with respect to assets listed in the Assets to be assigned by it hereunder unless CORPORATION'S financial statements, other than in the other Party otherwise consents in writing ordinary course of business or as required by applicable law: (i) sell, lease or otherwise dispose of any of its Properties or Material Items of Equipment, or cause or permit any Lien to exist on any of its Properties or other Assets (except Permitted Liens); (ii) make any capital expenditures at its Properties or enter into any Contract to do so that will not be completed prior to the applicable Closing Date; (iii) assign, delegate, amend, terminate or permit to lapse, any of its Assumed Contracts; or (iv) terminate or permit the lapse of any Permit necessary for its ownership or operation of any of its Properties. Prior to each applicable Closing Date, each Party shall confer with the other Party on a regular basis to keep it informed with respect to operational matters of a material nature relating to its Assets and to report the general status of the ongoing operations of the Properties and will give prompt notice to the other Party of any communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions performance of this Agreement; (ii) incur any obligations or liabilities (fixed or contingent), except obligations or liabilities in the ordinary course of business and as provided herein; (iii) discharge or satisfy any lien or encumbrance or pay any obligations or liabilities (fixed or contingent) other than current liabilities (including current installments of long-term debt) except as provided for or contemplated by this Agreement. Each Party shall also deliver ; (iv) mortgage, pledge or subject to lien or any other encumbrance any of their assets, tangible or intangible, except for purchase money obligations or pursuant to existing agreements; (v) sell or transfer any of their tangible assets or cancel any debts or claims except, in each case, the ordinary course of business; (vi) waive any rights of a substantial nature; (vii) sell, assign or transfer or grant rights under any patents, trademarks, trade names, licenses or other Party monthly income statementsintangible assets, fuel volume reports and except in the ordinary course of business; or (viii) enter into any other financial information reasonably requested by transactions except in the other Party with respect to its Properties that have not yet been assigned hereunder, promptly after such information becomes availableordinary course of business.