Operation of Buyer Sample Clauses

Operation of Buyer. Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, Buyer shall: maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; conduct its business in the ordinary course consistent with past practices, or as required by this Agreement; pay all taxes when due and file all Buyer Tax Returns on or before the due date therefore except to the extent disputed in good faith; make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); withhold all taxes required to be withheld and remitted by or on behalf of Buyer in connection with amounts paid or owing to any Buyer personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose; make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Exchange Act, on a timely basis so as to maintain Buyer's status as a reporting Buyer in good standing under the Exchange Act; and comply with the listing requirements of, and take all steps reasonably necessary to maintain Buyer's listing on, the OTC Bulletin Board. Without the prior written consent of the Seller and except as contemplated by this Agreement, between the date of this Agreement and the Closing Date (or termination of this Agreement), Buyer shall not: enter into any material contract or commitment, or amend or otherwise modify or waive any of the terms of any of its material contracts, other than in the ordinary course of business consistent with past practice, or violate or terminate any such material contracts; transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; except as may be r...
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Operation of Buyer. Following the Closing, ▇▇▇▇▇ ▇▇▇▇▇▇▇ will use ------------------ reasonable efforts to operate the Buyer in a manner consistent with the Transition Plan. ▇▇▇▇▇ ▇▇▇▇▇▇▇ will be provided operational control of Buyer during the period beginning on the Closing Date and ending on June 30, 2002, subject, however, to Parent's oversight with respect to financial and operational controls. Such operational control and oversight shall be exercised through the mechanism of the monthly Executive Committee meetings, as described below, in which ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have the right to participate. Notwithstanding any other provisions of this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not terminate any employee listed on Exhibit 1 of the Transition Plan for reasons other than cause, without the prior written consent of Parent, which consent shall not be unreasonably withheld. Until June 30, 2002, Parent agrees, except for charges for direct expenses actually incurred by Buyer, and those costs borne by Parent that directly relate to the operation of Buyer and which have been approved by the affirmative vote of ▇▇▇▇▇ ▇▇▇▇▇▇▇ through the Executive Committee process, not to charge Buyer for any additional corporate overhead costs. Parent also agrees not to add any business to or incur any costs in Buyer during this period without the consent of ▇▇▇▇▇ ▇▇▇▇▇▇▇, which consent will not be unreasonably withheld. Parent further agrees that, during this period, Buyer will be permitted to employ, at a minimum, a staff equivalent in job title and annual compensation to that set forth on Schedule 1.10, unless ------------- ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Parent mutually agree in good faith, to reduce or increase the number of employees in a manner consistent with the needs of the business. Notwithstanding the foregoing, it is understood that if any employee listed on Schedule 1.10 is replaced by a newly hired employee, such newly hired employee ------------- will be compensated on no more favorable terms than Parent's current policies for persons of like position without Parent's consent unless the compensation is no higher than that which was paid to the replaced employee. In considering the reasonableness of withholding consent in any of such situations, the parties acknowledge that the purchase price for the Subject Assets, including the Contingent Payment set forth on Exhibit A, is based upon EBIT (as defined in --------- Exhibit A), and ▇▇▇▇▇ ▇▇▇▇▇▇▇' reasonable belief of the significance of the impact of an...
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Operation of Buyer. From the Closing Date until 120 days after the Closing Date, Buyer shall not terminate the employment of any of the twenty (20) individuals whose name is set forth on Part 9.12 (the "COVERED EMPLOYEES"), except for just cause. If Buyer terminates the employment of an aggregate of four (4) or more of the Covered Employees without just cause on or before the first anniversary of the Closing Date (the termination of the fourth Covered Employee and any additional termination of a Covered Employee thereafter being a "TERMINATION EVENT"), the Earn Out Amount shall be adjusted with respect to each Termination Event by reducing each dollar threshold within the definition of "EARN OUT AMOUNT" by an amount equal to the product of (x) the subject dollar threshold, multiplied by (y) the Covered Employee Percentage, multiplied by (z) the Remaining Term Percentage.
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Operation of Buyer. Buyer is a direct or indirect wholly-owned subsidiary of RB, and was formed solely for the purpose of consummating the Contemplated Transactions.
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Operation of Buyer. Schleck shall serve as President of Buyer and shall report to the President of Parent. From the Closing Date up and through December 31, 2013, the Core Business shall be operated by Buyer through its board of directors (the “Board”) appointed by Parent. No Selling Member (or any representative of any Selling Member) employed by Buyer, including Schleck in his capacity as President of Buyer, shall have the power or authority to authorize any of the following actions, and such actions shall require the affirmative authorization of Parent or the Chief Executive Officer of Buyer; provided, that, any determination regarding approval or authority of any action shall reside with Parent, in its sole discretion. (i) Any acquisition of any other business enterprise (including any assets or equity securities of any business enterprise) or the dissolution of Buyer; (ii) The establishment or dissolution by Buyer of any subsidiary, partnership, corporation or any other business enterprise or the entering into of any joint ventures; (iii) The incurrence of any individual expense or expenditure, including any capital expenditure, with a variance (positive or negative) of more than $5,000 of amounts budgeted for such individual expense or expenditure in the annual budgets of the business having received the prior approval of the Parent and the Board of Buyer (the “Budget”); (iv) The sale of any portion of the assets of the Core Business, except for sales of inventory in the ordinary course of business consistent with Seller’s past practice; (v) The issuance or sale of capital stock of Buyer; (vi) The borrowing of funds or the issuance of bonds or other evidence of Indebtedness or the making of guarantees or the lending of funds; (vii) Outside the ordinary course of business, the granting of any Lien on any assets or office equipment lease obligations or office equipment purchase money Indebtedness; (viii) Any material changes in the Core Business or of any changes in place of business. (ix) The making, in any fiscal year, of any commitment or the entering into of any contract (other than employment contracts) which conflicts with the Budget for that fiscal year or which provides for expenditures in any future fiscal year, except as Buyer may agree in writing; (x) The leasing or purchase of any Real Property; (xi) The hiring or termination of any employee or the making of any employment contract or amendment to the terms of any existing contract of employment; (xii) The ame...
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Operation of Buyer. From and after the Closing, and for a reasonable period in Parent’s discretion, Parent will capitalize Buyer with $15,000 in cash per month to fund the operations of Buyer under the direction of ▇▇. ▇▇▇▇▇▇ in accordance with the terms of his Employment Agreement (as defined in Section 4.3(c) below).
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Operation of Buyer. 4.5. Sufficient Resources.
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Operation of Buyer. Until Closing, Buyer shall operate its business in the normal course of business subject to the same restrictions on Sellers as referenced in paragraph 6.
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Related to Operation of Buyer

  • Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract; (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract; (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

  • SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one)

  • Conditions to Obligation of Buyer The obligation of Buyer to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Buyer) of the following further conditions: (i) Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Seller contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications) shall be true when made and at and as of the Closing Date, as if made at and as of such date, with only such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) Buyer shall have received a certificate signed by an officer of Seller to the foregoing effect; (b) all consents of third parties required by the agreements listed in Section 10.02(b) of the Disclosure Schedule shall have been obtained; (c) all governmental licenses, authorizations, permits, consents and approvals required to carry on the Business as now conducted shall have been transferred to or otherwise obtained by Buyer on or before the Closing Date, with only such exceptions as would not reasonably be expected to have a Material Adverse Effect; (d) Buyer shall have received all documents it may reasonably request relating to (i) the existence of Seller and its Subsidiaries (including the Purchased Subsidiaries) and (ii) the authority of Seller for this Agreement, all in form and substance reasonably satisfactory to Buyer; and (e) The proceeds of the Debt Financing shall have been received by Buyer, or shall be fully available to Buyer, on substantially the terms and conditions set forth in the Debt Commitment Letter (including after giving effect to any changes pursuant to the “market flex” provisions thereof); provided that Buyer shall not be entitled to assert the failure of the condition set forth in this Section 10.02(e) if the failure of the Debt Financing to be consummated has resulted solely from the failure of the Equity Financing to be consummated.

  • Authority of Buyer Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.