Operations Pending Closing Sample Clauses
The "Operations Pending Closing" clause defines how the business should be managed and operated in the period between signing a purchase agreement and the actual closing of the transaction. Typically, it requires the seller to continue running the business in the ordinary course, maintain assets, and avoid significant changes without the buyer’s consent. This clause ensures that the business remains stable and its value is preserved until ownership is officially transferred, thereby protecting the buyer from unexpected changes or risks during the interim period.
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Operations Pending Closing. 41
(a) Seller hereby covenants and agrees that, from the date of this Agreement and prior to the Closing, unless otherwise expressly contemplated by this Agreement, Seller shall:
(i) operate the Business in the usual and ordinary course consistent with past practices (other than with respect to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby);
(ii) use its reasonable best efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its principal officers and key employees and maintain its relationships with its principal customers, suppliers and other third Persons with which it has business relations; and
(iii) use its reasonable best efforts to maintain and keep its Equipment, properties and other assets in working repair and condition as at present, ordinary wear and tear excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility any of the Equipment, properties and other assets that shall be worn out, lost, stolen or destroyed.
(b) Without limiting the generality of the matters set forth in Section 5.01(a), from the date of this Agreement and prior to the Closing, Seller shall and shall cause the Business to, except with Buyer's prior written consent:
(i) not enter into any new agreements for Program Rights or more than twenty (20) Contracts for the Installation of the Network at any College;
(ii) (A) air Programming that is of the same substance and style as is consistent with past practice (it being understood that Seller may not be able to air Programming pursuant to the ESPN Agreement if such agreement is terminated by ESPN Enterprises, Inc. prior to the Closing Date) and (B) not make payments on Program Rights agreements and other agreements except in accordance with this Agreement;
(iii) not enter into any new Tradeout Agreement relating to the Business that will not be fully performed prior to the Closing without Buyer's prior written consent;
(A) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to any Network Employees and (B) not enter into or permit any Person to enter into any collective bargaining agreement applicable to any Network Employees that provides that it shall be...
Operations Pending Closing. (a) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 11.01, the Sellers shall (except with the prior written consent of the Buyers):
(i) operate the Business in the ordinary course of business consistent with past practice (except where such conduct would expressly conflict with the covenants set forth herein or other obligations under this Agreement or as may be reasonably necessary to comply with applicable Law or sanctioned response of a Governmental Authority as a result of the outbreak of SARS-CoV-2 novel coronavirus (COVID-19)); (ii) operate the Business in compliance in all material respects with all Laws; (iii) maintain the Purchased Assets in operating condition and repair (subject to normal wear and tear in light of their respective ages); (iv) maintain policies of liability, casualty and property insurance of substantially similar coverage as the policies currently carried in respect of the Business; (v) use commercially reasonable efforts to preserve the goodwill, relationships and business of the officers, employees, customers and suppliers of the Business; (vi) administer and operate the Business in accordance with all Permits and use commercially reasonable efforts to maintain all such Permits; (vii) make expenditures, including planned capital expenditures and marketing and promotional expenditures consistent with past practices; (viii) maintain the books of account and records in the Ordinary Course of Business consistent with past practices; (ix) make any required regulatory filings in a timely manner (taking into account any requested extensions) and in compliance in all material respects with all applicable Laws and Permits; (x)
(A) maintain, consistent with its past practices, all of its current credit, collections and payment policies, procedures and practices, (B) collect Accounts Receivable in the ordinary course of business consistent with the Business’ current collection policies, procedures and practices, and (C) except where subject to a good faith dispute, pay all accounts payable in the Ordinary Course of Business consistent with past practice; (xi) use commercially reasonable efforts to preserve intact the services of the employees of the Business; (xii) not sell, assign, license, transfer, or otherwise disclose or make available, or abandon, fail to maintain or prosecute diligently, or otherwise dispose of, any Business Intellectual Property, or su...
Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing:
(a) operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;
(b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);
(c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;
(d) not dissolve, liquidate, merge or consolidate with any other entity;
(e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;
(i) upon reasonable written advance notice, give ...
Operations Pending Closing. Sellers, at their expense, shall use reasonable efforts to operate the Properties until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with past practices. Sellers shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld:
(a) enter into or agree to enter into any lease or other agreement concerning occupancy or use of any of the Properties;
(b) enter into any other agreements concerning operation or ownership of the Properties;
(c) modify or amend any existing Lease, Service Contract (unless said Service Contract can be terminated without cause on written notice of thirty or less days), or any other agreement relating to the Properties which would survive Closing; or
(d) initiate any summary or other eviction proceeding or action against any Tenant or occupant of the Properties. In connection with leases or renewals of existing Leases executed by Sellers after the Contract Date, Buyer shall be responsible for payment of only the unamortized portion (amortized without interest on a straight line basis over the Lease term) of any Tenant finish allowance, commissions and concessions, and leasing costs including design costs granted under such Leases and attributable to the portion of the Lease term after the Closing Date, provided Buyer has approved in writing a Seller’s execution of any such Lease or amendment and the amount of the costs to be incurred thereby. The portion of such Tenant finish allowance and commissions attributable to the period on or prior to the Closing Date shall be paid by such Seller. Sellers agree, through and including the Closing Date and at Sellers' sole cost and expense, to:
(aa) keep all existing insurance policies affecting the Properties or any portion thereof in full force and effect;
Operations Pending Closing. Contributing Party agrees that from the date of this Agreement to the Closing:
4.3.1 Contributing Party will:
(a) maintain all of the Assets in customary repair, order and condition, reasonable wear, tear and use and damage by fire or unavoidable casualty excepted;
(b) operate the Assets and the Business in a manner designed to preserve and protect its business, goodwill and relationships with its vendors, suppliers, customers and others;
(c) maintain insurance on the Assets in the same manner and to the same extent as such insurance has been maintained with respect to the Assets prior to the date of this Agreement; and
(d) comply, in all material respects, with all applicable laws.
4.3.2 Contributing Party will not:
(a) grant any new salary increase to any employee engaged in the Business unless such increase has been previously approved by Company in writing, or such salary increase occurs in the ordinary course and does not exceed 3%;
(b) enter into or amend or alter any bonus, incentive compensation, deferred compensation, retirement, pension, savings, group insurance, death benefit or other fringe benefit plan, trust agreement or arrangement affecting its employees engaged in the Business that do not represent existing commitments; provided, however, that Contributing Party's handling of severance pay and related issues is not limited by this Section;
(c) enter into or assume any material contract, agreement, obligation, lease, license or commitment relating to the Assets, except in the ordinary course of the Business as contemplated by this Agreement or with Company's prior written approval;
(d) do, or omit to do, any act which will cause a material breach of any Material Agreement, Permit, commitment or obligation related to the Assets or the Business; or
(e) amend, terminate or waive any material right of substantial value relating to the Assets or the Business.
Operations Pending Closing. Each of the Company, on one hand, and OCIS and the OCIS Subsidiary, on the other hand, covenants that from the date hereof through the Closing Date, except as otherwise provided in this Agreement; or with the prior written consent of the other parties, which shall not be unreasonably withheld or delayed, shall:
7.3.1 not undertake any transactions or enter into any contracts, commitments or arrangements other than in the ordinary course of business, use its good faith efforts to preserve the present Business and organization of such party, and to preserve the goodwill of others having business relationships with such party;
7.3.2 not enter into, renew, extend, modify, terminate, waive or diminish any right under any material lease, contract or other instrument, except in the ordinary course of business;
7.3.3 not allow any of such parties' assets or properties to become subject to any Encumbrance that does not exist as of the date of this Agreement, except in the ordinary course of business;
7.3.4 maintain such party's existing insurance coverages, subject to variations in amounts in the ordinary course of business;
7.3.5 not declare or make any dividends or distributions; and
7.3.6 not amend the organizational documents of such party.
Operations Pending Closing. In order to ensure the continued operations of the Company and to insure the ongoing business operations of the Company, immediately upon execution of this Agreement, Catalyst shall have the right, but not the obligation, to designate the chief financial officer and a director of the Company. Said designee shall have the rights to manage the Company’s financial operations, contractual commitments, funding and banking requirements.
Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the Lin Companies shall, and Seller shall use commercially reasonable efforts to cause the LIN Companies, prior to the Merger Closing, to and Seller shall, following the Merger Closing and prior to the Closing:
(a) operate the Stations in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;
(b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);
(c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;
(d) not dissolve, liquidate, merge or consolidate with any other entity;
(e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;
(i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasona...
Operations Pending Closing. The Management Shareholders hereby represent, warrant and covenant to and agree with Buyer that, from the date hereof to the Closing Date or the termination of this Agreement, the Management Shareholders shall not cause or allow the Company or any of its Subsidiaries to:
4.1 Fail to carry on its business in substantially the same manner as now being conducted;
4.2 Fail to pay all liabilities in the ordinary course of business as due;
4.3 Except in the ordinary course of business, sell, transfer, lease, mortgage, pledge or otherwise dispose of or encumber any of the Company’s or its Subsidiaries’ assets or cancel any of the Company’s or its Subsidiaries’ claims, unless prior written approval is given by the Buyer;
4.4 Fail to maintain and preserve the Company’s and its Subsidiaries’ business, organization and goodwill and its existing relationships with its respective customers and others having business relationships with them;
4.5 Incur any obligation or liability or enter into any transaction except in the ordinary course of the Company’s and its Subsidiaries’ business, unless prior written approval is given by the Buyer;
4.6 Fail to maintain in full force and effect the Company’s and its Subsidiaries’ corporate existence, rights, licenses and franchises;
4.7 Pay or commit to pay any salary, fee or other compensation at a rate in excess of that prevailing on December 31, 2004;
4.8 Fail to maintain all existing policies of insurance with respect to the Company or any of its Subsidiaries in their present form and with their present coverage;
4.9 Enter into any employment, agency or other contract or agreement with respect to the performance of personal services which is not terminable by the Company or its Subsidiaries without liability, on thirty (30) days or less notice, unless prior written approval is given by the Buyer;
Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to operate the Property until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer's right to review and approve each New Lease or Modification in advance (excepting modifications embodying solely a tenant's exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer's right to review in advance Seller's proposed termination of any Lease to remedy a default thereunder. Buyer's approval of each New Lease or Modification shall also constitute Buyer's agreement to pay its prorata share of all reasonable leasing commissions and charges, if any, related to the New Lease or Modification, and the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer's prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are pay...