Operation Pending Closing Clause Samples
The 'Operation Pending Closing' clause defines how the business or asset being sold will be managed during the period between signing the agreement and the final closing of the transaction. Typically, it requires the seller to operate the business in the ordinary course, maintain assets, and avoid significant changes without the buyer’s consent. This ensures that the business remains stable and in substantially the same condition as when the agreement was signed, protecting the buyer from unexpected changes or deterioration before ownership is transferred.
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Operation Pending Closing. On and after execution hereof and ------------ ------------------------- until the Effective Time, Parent will not enter into any transaction or perform any act that would constitute a material adverse breach of the representations, warranties or agreements contained herein and Parent and its officers and employees, will comply with all applicable material provisions of this Reorganization Agreement. On and after execution hereof and until the Effective Time:
(a) Parent will afford to the officers and authorized representatives of Subsidiary access to the plants, properties, books and records of Parent and will furnish Subsidiary with such additional financial and operating data and other information as to the business and properties of the Parent as Subsidiary may from time to time reasonably request.
(b) Parent will cooperate with Subsidiary, its representatives and counsel in the preparation and execution of any documents or other material which may be required in connection with the Exchange.
(c) Parent will: (1) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (2) maintain its properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted; (3) perform all its material obligations under agreements relating to or affecting its assets, properties and rights; (4) keep in full force and effect present insurance policies or other comparable insurance coverage; and
Operation Pending Closing. With respect to the Marketing Assets, between the Effective Date and the Closing Date, Seller shall not permanently close any of the service stations on the Marketing Sites, without Purchaser's approval. Notwithstanding the foregoing, Seller may close any service station temporarily to repair or rebuild the improvements therein. Seller will use reasonable commercial efforts to maintain the current operations on, and the repair and maintenance of, the Marketing Sites between the Effective Date and the Closing Date.
Operation Pending Closing. During the period from the date hereof to Closing:
a. Seller shall:
(i) Conduct the Business according to the ordinary and usual course and use Seller's best efforts to maintain and preserve the organization of the Business, its employees and relationships with suppliers, customers and others; and
(ii) Inform Buyer in writing from time to time of the development of any material matters relating to the Business, including, without limitation, any adverse changes in the results of operation or financial position of the Business or any litigation, proceeding or government investigation instituted or threatened against Seller relating to the Business or the occurrence of any factor that might give rise to any litigation, proceeding or investigation as aforesaid.
b. Seller shall not, without the prior written consent of Buyer:
(i) Mortgage, pledge or subject any of the Assets to liens, security interests or other obligations or encumbrance;
(ii) Sell or otherwise transfer any of the Assets other than the sale of inventory in the ordinary course;
(iii) Enter into any contract or agreement relating to the Business not in the usual ordinary course or terminate or make any material change in any contracts or agreements relating to the Business; or
(iv) Increase or agree to increase in any manner the compensation of any of the employees of the Business or commit the Business to any pension, retirement or profit sharing plan or agreement or employment agreement with or for the benefit of any employee or other person.
c. Seller shall afford to Buyer and its counsel, auditors, and authorized representatives full access to all personnel, properties, records and documents of the Business and shall furnish such financial and other information with respect to the Business, its personnel and property as Buyer may reasonably require, except that such access shall not be disruptive to Seller's normal Business operation.
d. Except as otherwise provided in this Agreement, all revenues, profits, losses and liabilities resulting from the ownership or operation of the Business and the Assets before Closing shall accrue to and be the responsibility of Seller. All revenues, profit, losses and liabilities resulting from the ownership or operation of the Assets after Closing shall accrue to and be the responsibility of Buyer. Seller shall keep the Assets adequately insured against fire and casualty until Closing. Buyer shall show continuing evidence that the Assets are adequately insu...
Operation Pending Closing. Between the Effective Date and the Closing Date, Seller shall not permanently close any of the service stations on the Properties, without the approval of Purchaser, except for any termination or nonrenewal of any Fee & Lease Dealer Agreement for any reason permitted by the PMPA. Notwithstanding the foregoing, Seller may close any service station temporarily to change the franchisee at the Property, and to repair or rebuild the improvements therein. Seller will use reasonable commercial efforts to maintain the current operations on, and the repair and maintenance of, the Properties between the Effective Date and the Closing Date.
Operation Pending Closing. During the Executory Period, Seller hereby covenants and agrees that Seller shall:
Operation Pending Closing. From the date of execution of this Agreement through the Closing Date, Seller will conduct its Business only in the ordinary course and consistent with past practice, will maintain its assets in at least as good order and condition as existed on the date of this Agreement, and will comply with all laws, rules and regulations applicable to their businesses or assets.
Operation Pending Closing. On and after execution hereof and ------------ ------------------------- until the Effective Time, Subsidiary will not, Subsidiary Shareholders will not, and Subsidiary Shareholders will not cause Subsidiary to, enter into any transaction or perform any act that would constitute a material adverse breach of the representations, warranties or agreements contained herein and Subsidiary Shareholders and Subsidiary and its officers and employees will comply, and Subsidiary Shareholders will cause Subsidiary to comply, with all applicable material provisions of this Reorganization Agreement. On and after execution hereof and until the Effective Time:
(a) Subsidiary and Subsidiary Shareholders will afford to the officers and authorized representatives of Parent access to the plants, properties, books and records of Subsidiary and will furnish Parent with such additional financial and operating data and other information as to the business and properties of the Subsidiary as Parent may from time to time reasonably request.
(b) Subsidiary and Subsidiary Shareholders will cooperate with Parent, its representatives and counsel in the preparation and execution of any documents or other material which may be required in connection with the Exchange.
(c) Subsidiary will, and Subsidiary Shareholders will cause Subsidiary, to: (1) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (2) maintain its properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted; (3) perform all its material obligations under agreements relating to or affecting its assets, properties and rights; (4) keep in full force and effect present insurance policies or other comparable insurance coverage; and
Operation Pending Closing. Prior to the Closing, Seller shall operate and maintain the Property substantially in accordance with Seller's past practices for the previous 12 months. Seller shall not enter into any new lease with respect to the Property prior to the Closing. Seller shall not enter into any contract with respect to the Property prior to the Closing if such contract would bind Buyer after the Closing, unless Buyer consents to such contract. Without the prior written consent of Buyer, which will not be unreasonably withheld or delayed, Seller will not subject the Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters after the Effective Date which could affect the Property following the Closing.
Operation Pending Closing. During the period commencing on the date hereof and ending on the Closing Date (as hereinafter defined), Seller shall, at Seller’s sole cost and expense, (i) maintain and operate the Premises in compliance with all laws, ordinances and other requirements of any governmental authority having jurisdiction and substantially in the same manner in which it maintained and operated the Premises immediately before entering into this Agreement, as though Seller were retaining the Premises and (ii) maintain and keep Seller’s insurance in full force and effect.
Operation Pending Closing. During the period commencing on the date hereof and ending on the Closing Date (the “Contract Period”), Seller/Lessee shall, at Seller/Lessee’s sole cost and expense, (i) maintain and operate the Premises in compliance with all laws, ordinances and other requirements of any governmental authority having jurisdiction and substantially in the same manner in which it maintained and operated the Premises immediately before entering into this Agreement, as though Seller/Lessee were retaining the Premises, (ii) maintain and keep Seller/Lessee’s Insurance in full force and effect, and (iii) pay all outstanding taxes, assessments, maintenance and other charges related to the Premises.