Covenants of Vendor. 6.1 Conduct of the Business Until Closing. Except for the steps or actions taken pursuant to the prior written consent of Purchaser, Vendor, from the date of this Agreement until the Time of Closing, will conduct its business with respect to the Purchased Assets in good faith and in accordance with the same practices previously followed by it except to the extent specifically contemplated by this Agreement and during that period Vendor shall: (a) conduct the business relating to the Purchased Assets, including without limitation marketing of the Products, only in the normal course; (b) not transfer any of the Purchased Assets except Inventories in the normal course; (c) not enter into any patent, trademark or tradename or know-how licenses, or any other leases, licenses, contracts or other commitments relating to the Purchased Assets, unless each such lease, license, contract or commitment (other than purchase orders for raw materials and Finished Goods placed in the normal course of business) is disclosed to and approved in advance by Purchaser; (d) continue to meet the contractual obligations of, and to pay obligations relating to, the Purchased Assets as they mature in the normal course; (e) preserve the good relations with respect to the Products with suppliers, business customers and others with whom Vendor has business relations relating to the Products; and (f) not implement any price increases or decreases for any of the Products or any new trade or consumer promotions, and not change the terms or conditions or any such promotion in existence on the date hereof.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Connective Therapeutics Inc), Asset Purchase Agreement (Connective Therapeutics Inc)
Covenants of Vendor. 6.1 Conduct of the Business Until Closing. Except for the steps or actions taken pursuant to the prior written consent of Purchaser, Vendor, from the date of this Agreement until the Time of Closing, will conduct its business with respect to the Purchased Assets in good faith and in accordance with the same practices previously followed by it except to the extent specifically contemplated by this Agreement and during that period Vendor shall:
(a) conduct the business relating to the Purchased Assets, including without limitation marketing of the Products, only in the normal coursecourse as conducted from January 1, 1996;
(b) not transfer any of the Purchased Assets except Inventories in the normal course;
(c) not enter into any patent, trademark or tradename trade name or know-how licenses, or any other leases, licenses, contracts or other commitments relating to the Purchased Assets, unless each such lease, license, contract or commitment (other than purchase orders for raw materials and Finished Goods placed in the normal course of business) is first disclosed to and approved in advance writing by Purchaser;
(d) continue to meet the contractual obligations of, and to pay obligations relating to, the Purchased Assets as they mature in the normal course;
(e) preserve the good relations with respect to of the Products with suppliers, business customers and others with whom Vendor it has business relations relating to the Products; and
and (f) not implement any price increases or decreases for any of the Products or and any new trade or consumer promotions, and not change the terms or conditions or any such promotion in existence on the date hereof.
Appears in 1 contract
Sources: Asset Purchase Agreement (Jones Medical Industries Inc /De/)