Operations of the Seller Sample Clauses
The "Operations of the Seller" clause defines the obligations and standards the seller must adhere to in managing its business during the period leading up to the closing of a transaction. Typically, this clause requires the seller to operate in the ordinary course of business, maintain assets, and refrain from making significant changes without the buyer's consent. For example, the seller may be restricted from entering into new contracts, incurring debt, or selling key assets during this interim period. The core function of this clause is to preserve the value and condition of the business being sold, ensuring that the buyer receives the business as expected at closing and mitigating the risk of adverse changes before the transaction is finalized.
Operations of the Seller. Except as disclosed in SCHEDULE 3.31, since the Balance Sheet Date:
(i) Seller has used its best efforts to preserve the business organization of the Seller intact, to keep available to the Business the Employees, and to preserve its present relationships with suppliers, Customers and others having business relationships with it;
(ii) Seller has maintained its existing insurance as to the Business and the Assets, and otherwise maintained and operated the Business in a good and businesslike manner in accordance with good and prudent business practices;
(iii) Seller has not entered into any agreement or instrument which would constitute an encumbrance of the Assets, which would bind Buyer, the Seller or the Assets after Closing, other than in the ordinary course of business, or which would be outside the normal scope of maintaining and operating the Business and the Assets in the ordinary course of business;
(iv) Seller has performed all of the Seller's material obligations under all Contracts and commitments applicable to the Seller, the Business, and the Assets, and has maintained the Seller's Books and Records in the usual, regular and customary manner;
(v) to the best of Seller's Knowledge, the Seller has complied with all statutes, laws, ordinances and regulations applicable to the Seller, the Assets, and the conduct of the Business;
(vi) Seller has not removed or disposed of, nor permitted the removal or disposal of, any Assets unless such Assets were replaced with an item of at least equal value that is properly suited for its intended purpose;
(vii) Seller has paid all bills and other payments due with respect to the ownership, use, insurance, operation and maintenance of the Business and the Assets in the usual, regular and customary manner consistent with its prior practices, and has taken all action necessary or prudent to prevent liens or other claims for the same from being filed or asserted against any part of the Assets; and
(viii) all revenues received by the Seller relating to the Business have been deposited in the Seller's account relating to the Business.
Operations of the Seller. Any operations of the Seller on Buyer’s premises shall be contained to areas authorized by the Buyer. Seller shall clean the premises to ▇▇▇▇▇’s satisfaction.
Operations of the Seller. Except as set forth on Schedule 4.11 of the Seller Disclosure Schedule, since December 31, 2017, through the date of this Agreement, there has not been any change, event or condition of any character that has had or would reasonably be expected to have a Seller Parties Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.11 of the Seller Disclosure Schedule, since December 31, 2017, no Seller Party has:
(a) sold, leased, transferred, or assigned any of its material assets;
(b) entered into any Material Contract outside the Ordinary Course of Business;
(c) accelerated, terminated, made material modifications to, or cancelled any Material Contract in any material respect;
(d) transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Seller Intellectual Property Right, other than in the Ordinary Course of Business;
(e) incurred any Indebtedness or incurred or become subject to any material liability, except current liabilities incurred in the Ordinary Course of Business and Liabilities under Contracts (other than liabilities for breach) entered into in the Ordinary Course of Business;
(f) suffered any extraordinary losses or waived any rights of material value, whether or not in the Ordinary Course of Business;
(g) experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; or
(h) committed to do any of the foregoing actions.
Operations of the Seller. Except as set forth on Schedule 3.21, since December 31, 1999, the Seller has conducted the Business and operated the Assets, taken as a whole, only in the ordinary course consistent with past practice and has used reasonable efforts to preserve its relationships with its customers and suppliers, and has not, in connection with or relating to the Business or the Assets:
(1) except for short-term bank or intra-company borrowings in the ordinary course of business, incurred, assumed or guaranteed any indebtedness or obligations for borrowed money, or modified the terms of any outstanding indebtedness (other than immaterial modifications made in the ordinary course of business);
(2) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it;
(3) entered into or modified any employment agreements, made any wage or salary increase or bonus or incentive compensation increase, or any payment or commitment to pay any severance or termination pay to any of its officers, directors or employees or adopted, amended, modified or terminated any Benefit Plan;
(4) except for intra-company advances made in the ordinary course of business, made any loan or advance to any of its shareholders, officers, directors or employees (other than travel advances made in the ordinary course of business), or made any other loan or advance to any person;
(5) except for materials and equipment acquired in the ordinary course of business, made any acquisition of all the capital stock or business of any other person;
(6) sold, leased, transferred, assigned, mortgaged, pledged, encumbered or otherwise subjected to Lien any of its Assets (other than the disposition of obsolete or unusable property in the ordinary course of business);
(7) made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 or outside the ordinary course of business;
(8) experienced any material damage, destruction or loss (whether or not covered by insurance) from fire, flood, explosion or other casualty;
(9) engaged in any transaction other than in the ordinary course of business; or
(10) entered into any agreement, contract, commitment or arrangement to do any of the foregoing.
Operations of the Seller. Except as set forth in the Disclosure Schedule, since the Balance Sheet Date, the Seller has not:
(a) amended its Articles of Organization or by-laws (or other organizational documents) or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business;
(b) issued, sold, purchased or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any shares of its capital stock;
(c) entered into or amended any employment agreement; entered into any contract or other agreement with any labor union or association representing any employee; or adopted, entered into or amended any Employee Benefit Plan;
(d) declared, set aside or paid any dividends or declared, set aside or made any distributions of any kind to its shareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock;
(e) adopted a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Seller;
(f) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in GAAP;
(g) made any material wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants or agents or any accrual for or contract or other agreement to make or pay the same, other than to persons other than its officers, directors or shareholders made in the ordinary course of business in a manner consistent with past practice;
(h) made any loan or advance to any of its officers, directors, employees, consultants, agents or other representatives (other than travel advances made in the ordinary course of business in a manner consistent with past practice) or made any other loan or advance;
(i) made any payment or commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives other than severance payments to employees terminable at will consistent with the Company's normal policies;
(j) made capital expenditures in excess of $50,000 in the aggregate;
(k) incurred or assumed any ...
Operations of the Seller. The Seller was formed solely for the purpose of reorganizing Holdings and engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted operations only incident to its formation and performance obligations under this Agreement.
Operations of the Seller. Except as set forth on Schedule 4.27, since the Balance Sheet Date the Seller has not: (a) waived any material right under any Contract or other agreement of the type required to be set forth on any Schedule; (b) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (c) materially changed any of its business policies, including, without limitation, advertising, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (d) made any acquisition of all or any part of the properties, capital stock or business of any other Person; (e) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any Contract or other agreement that is or was material to the Condition of the Business; (f) amended its Certificate of Incorporation, or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any of its ownership interests or any shares of its capital stock or changed or agreed to change in any manner the rights of its ownership interests or the character of its business; (g) made any material capital expenditures (or series of related capital expenditures) outside the ordinary course of business; (h) granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the ordinary course of business; or (i) engaged in any other material transaction other than in the ordinary course of business.
Operations of the Seller. Global Energy has operated its business in the ordinary course and consistent with past practice and it has not:
4.11.1 materially changed, or agreed to materially change, any of its business policies or practices relating to or affecting the Member Interests, including, without limitation, advertising, marketing, pricing, purchasing, personnel, exchanges, returns, budget or product acquisition policies or practices;
4.11.2 suffered or incurred any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the assets, properties, business, operations or conditions (financial or otherwise) of Global Energy relating to the company’s business; or
4.11.3 except in the ordinary course of Global Energy, entered into, or agreed to enter into, any other material contract or other agreement or other material transaction relating to the Member Interests.
Operations of the Seller. Except as set forth on Schedule 4.10, since February 5, 2015, through the date of this Agreement, there has not been any change, event or condition of any character that has had or would reasonably be expected to have a Seller Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.10, since February 5, 2015, the Seller has taken no action (nor committed to take any action) that would be prohibited (nor failed to take any action that would be required) by Section 6.2 hereof if such action (or commitment) were taken (or failed to be taken) after the date of this Agreement and prior to Closing.
Operations of the Seller. Greenwood has operated its business in the ordinary course and consistent with past practice and it has not:
4.11.1 materially changed, or agreed to materially change, any of its business policies or practices relating to or affecting the Member Interests, including, without limitation, advertising, marketing, pricing, purchasing, personnel, exchanges, returns, budget or product acquisition policies or practices;
4.11.2 suffered or incurred any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the assets, properties, business, operations or conditions (financial or otherwise) of Greenwood relating to the company's business; or
4.11.3 except in the ordinary course of Greenwood's, entered into, or agreed to enter into, any other material contract or other agreement or other material transaction relating to the Member Interests.