Operation of Assets Prior to Closing Clause Samples

Operation of Assets Prior to Closing. (A) During the Interim Period, Seller, in its sole discretion, shall use, operate and maintain the Assets in substantially the same manner in which they have been used, operated and maintained prior to the Effective Date. In addition, Seller shall do the following: (1) Operate the Assets in the ordinary course of business. (2) Not sell, assign or encumber (except for Permitted Encumbrances) any portion of the Assets other than the sale in the ordinary course of the operations of other items having a per item fair market value of less than One Hundred Thousand U.S. Dollars ($100,000) of materials, supplies, spare parts, furniture, motor vehicles, rolling stock, tools, implements, appliances, machinery, equipment, improvements or other tangible personal property or fixtures forming a part of the Assets. (B) The provisions set forth in Section 12.1(A) do not apply, and Seller is entitled to act, or refrain from acting, in such a manner as Seller elects without reference to Buyer or the provisions of Section 12.1(A), in respect of any of the following circumstances: (1) An act, omission or other matter expressly contemplated by this Agreement, including the taking of any steps necessary to satisfy the Conditions Precedent. (2) An act, omission or other matter undertaken in the event of emergency or where otherwise necessary, in the opinion of Seller, to safeguard any personnel or assets of Seller, including the Assets. (3) Not assign, transfer, amend or terminate any material Assigned Contract or Applicable Permit without the Buyer's prior written consent, such consent not to be unreasonably withheld or delayed.
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Operation of Assets Prior to Closing. Until the date of the Closing, Seller will continue to use, operate and manage the Assets in the ordinary course of business and consistent with past practice. This activity will include harvesting operations and site preparation, release and planting activities on the Real Property pursuant to the Harvest Schedule and the Operating and Capital Budgets.
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Operation of Assets Prior to Closing. Between the Effective Date and the Closing Date, Seller shall continue to operate and maintain the Assets in a reasonably prudent fashion and in accordance with past practices. Except as hereinafter provided in this Section 15, Seller may cancel, modify, extend, renew or permit the expiration of any Contract or Lease or enter into any new Contract or Lease without Buyer’s prior consent. Notwithstanding the foregoing and provided that no Buyer Termination Event has occurred, from and after the Inspection Termination Date, Seller shall not enter into any Material Contracts, nor consent to Manager entering into any Material Contracts on Seller’s behalf (to the extent that Seller’s consent thereto is otherwise required under the terms of the Management Agreement), without the prior written consent of Buyer, such consent not to be unreasonably withheld; provided, however, that Buyer’s consent shall not be required in connection with any Material Contract which is a renewal of an existing Material Contract, or if Seller (i) has no right to consent to the entering into of any such Material Contract by Manager either directly or on behalf of Seller, or (ii) cannot unreasonably withhold its consent to the entering into of any such Material Contract by Manager. Buyer shall acquire the Assets subject to any Contracts and Leases entered into prior to the Closing Date in accordance with this Section 15 and shall specifically assume any Material Contracts which have been entered into in accordance with this Section 15 prior to the Closing Date. Between the Effective Date and the Closing Date, Seller shall use commercially reasonable efforts to deliver to Buyer copies of any written notice actually received by Seller from any Governmental Authority (or actually received by Seller from Manager, if the same was delivered by such Governmental Authority to Manager as Seller’s agent) stating that the Property is in violation of any applicable Law. Between the Effective Date and the Closing Date, Seller shall use commercially reasonable efforts to, within five (5) Business Days following Buyer’s request therefor, deliver to Buyer an updated rent roll for the Property.
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Operation of Assets Prior to Closing. (a) During the Interim Period, the Vendor shall operate the Assets in the normal and ordinary course thereof, subject to the provisions of Subsections 7.1(b) and 7.1(c). (b) Without limiting the generality of Subsection 7.1(a), during the Interim Period the Vendor shall not, without the prior written consent of the Purchaser: (i) permit any of the Assets to be subjected to any Encumbrance except for Permitted Encumbrances or Encumbrances to be discharged at or prior to Closing; (ii) sell, transfer or otherwise dispose of any Assets except for (A) Assets which are minor in nature and not essential to the operation of the Business, and (B) the sale of its Inventories in the ordinary course of the Business; (iii) grant any unscheduled general increase in the rate of wages, salaries, or bonuses for executives or other employees employed in connection with the Business; (iv) cancel or waive any material claims or rights relating to the Assets; (v) make any change in any method of accounting practice applicable to the Business; (vi) cancel or reduce any of its insurance coverage relating to the Assets; or (vii) agree, whether or not in writing, to do any of the foregoing.
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Related to Operation of Assets Prior to Closing

  • Sale of Assets, Etc (a) Subject to the penultimate paragraph of this clause (a), the Company will not and will not permit any of its Restricted Subsidiaries to make any Transfer, provided that the foregoing restriction does not apply to a Transfer if: (i) the property that is the subject of such Transfer constitutes (A) inventory, (B) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company and the Restricted Subsidiaries or that is obsolete or (C) checks, drafts, money orders or other instruments with respect to accounts receivable that are to be collected in the ordinary course of business, and, in each case, such Transfer is in the ordinary course of business; (ii) such Transfer is (A) from a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary or (B) from the Company to a Wholly-Owned Restricted Subsidiary; (iii) such Transfer is subject to Section 11.2 and satisfies the requirements thereof; or (iv) such Transfer is not a Transfer described in clause (i) through clause (iii) above, and all of the following conditions shall have been satisfied with respect to such Transfer (each such Transfer is referred to as a "Basket Transfer"): (A) in the good faith opinion of the Board of Directors of the Company, the Transfer is in exchange for consideration with a Fair Market Value at least equal to the greater of book value or the Fair Market Value of the property exchanged, is in the best interests of the Company and the Restricted Subsidiaries, and is not detrimental to the interests of the holders of Notes, (B) immediately after giving effect to such transaction no Default or Event of Default would exist, and (C) immediately after giving effect to such Transfer, (I) the book value of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10% of Consolidated Tangible Net Assets determined as of the end of the then most recently fiscal year of the Company ended prior to such period, and (II) the Operating Income Contribution Percentage of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10%. For purposes of determining the book value of any property that is the subject of a Transfer, such book value shall be the book value of such property, as determined in accordance with GAAP, at the time of the consummation of such Transfer, provided that, in the case of a Transfer of any capital stock or other equity interests of a Subsidiary, as provided in Section 11.9(b), the book value thereof shall be deemed to be an amount equal to

  • Merger, Sale of Assets, etc Subject to Section 4.2, if at any time while this Note remains outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1.

  • Sale of Assets; Merger and Consolidation Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).

  • ▇▇▇▇▇▇, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . .