Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of the Purchaser, but without making any commitment on the Purchaser’s behalf, prior to the Closing Date Sellers shall: (a) conduct the Business and operations of Sellers only in the ordinary course, including, without limitation, maintaining inventories at levels not in excess of those consistent with past practices; (b) maintain the properties and assets of Sellers in good condition and repair, perform its obligations under all agreements to which it is a party or by which it or any of its assets or properties are bound and maintain all of its Permits in good standing; (c) continue in effect the policies of insurance (or similar coverage) referred to in Section 3.14; (d) use reasonable efforts to preserve the business organization, including the present work force, of Sellers’ intact; (e) use reasonable efforts to keep available the services of the present employees of Sellers; (f) use reasonable efforts to maintain and preserve the goodwill of the suppliers, customers and others having business relations with Sellers; and (g) consult with the Purchaser from time to time, upon the reasonable request of the Purchaser, with respect to any actual or proposed conduct of business by Sellers.
Appears in 1 contract
Sources: Asset Purchase Agreement (En Pointe Technologies Inc)
Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of the Purchaser, but without making any commitment on the Purchaser’s 's behalf, prior to the Closing Date Sellers the Company shall:
(a) conduct the Business and operations of Sellers the Company only in the ordinary course, including, without limitation, maintaining inventories at levels not in excess of those consistent with past practices;
(b) maintain the properties and assets of Sellers the Company in good condition and repair, perform its obligations under all agreements to which it is a party or by which it or any of its assets or properties are bound and maintain all of its Permits in good standing;
(c) continue in effect the policies of insurance (or similar coverage) referred to in Section 3.14;
(d) use reasonable efforts to preserve the business organization, including the present work force, of Sellers’ the Company intact;
(e) use reasonable efforts to keep available the services of the present employees of Sellersthe Company;
(f) use reasonable efforts to maintain and preserve the goodwill of the suppliers, customers and others having business relations with Sellersthe Company; and
(g) consult with the Purchaser from time to time, upon the reasonable request of the Purchaser, with respect to any actual or proposed conduct of business by Sellersthe Company.
Appears in 1 contract
Sources: Asset Purchase Agreement (En Pointe Technologies Inc)
Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of the Purchaser, but without making any commitment on the Purchaser’s Purchaser ‘s behalf, prior to the Closing Date Sellers the Company shall:
(a) conduct the Business and operations of Sellers the Company only in the ordinary course, including, without limitation, maintaining inventories at levels not in excess of those consistent with past practices;
(b) maintain the properties and assets of Sellers the Company in good condition and repair, perform its obligations under all agreements to which it is a party or by which it or any of its assets or properties are bound and maintain all of its Permits in good standing;
(c) continue in effect the policies of insurance (or similar coverage) referred to in Section 3.14;
(d) use reasonable efforts to preserve the business organization, including the present work force, of Sellers’ the Company intact;
(e) use reasonable efforts to keep available the services of the present employees of Sellersthe Company;
(f) use reasonable efforts to maintain and preserve the goodwill of the suppliers, customers and others having business relations with Sellersthe Company; and
(g) consult with the Purchaser from time to time, upon the reasonable request of the Purchaser, with respect to any actual or proposed conduct of business by Sellersthe Company.
Appears in 1 contract
Sources: Asset Purchase Agreement (En Pointe Technologies Inc)