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;
Appears in 1 contract
Operations Pending Closing. The Management Shareholders hereby represent, warrant and covenant to and agree with Buyer that, from After the date hereof and prior to the Closing Date or the termination of this AgreementClosing, the Management Shareholders shall not cause or allow the Company or any of its Subsidiaries toSellers shall:
4.1 Fail to carry on its business in substantially (a) operate the same manner as now being conducted;
4.2 Fail to pay all liabilities Business in the ordinary course of business as duein accordance with past practices;
4.3 Except (b) operate the Business in accordance in all material respects with the Licenses and applicable governmental requirements, rules and regulations;
(c) maintain the Equipment in good working order, ordinary wear and tear and usage excepted, and replace any of the Equipment which shall be worn out, broken, lost, stolen or destroyed, to the extent such Equipment would have been replaced in the ordinary course of business, business in accordance with past practices;
(d) not sell, transferlease, leaselicense, 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’ claimsPurchased Assets, 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 for transactions in the ordinary and regular course of the Company’s and its Subsidiaries’ business, unless prior written approval is given by operation of the BuyerBusiness;
4.6 Fail (e) not increase or otherwise change the rate or nature of the compensation (including wages, salaries and bonuses) which is paid or payable to maintain in full force any Person, except pursuant to existing compensation and effect fringe benefit plans, practices and arrangements which have been disclosed to Buyer, and not enter into, renew or allow the Company’s and its Subsidiaries’ corporate existencerenewal of, rights, licenses and franchises;
4.7 Pay any employment 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 consulting agreement or other contract or agreement arrangement with respect to the performance of personal services services;
(f) not enter into, or become obligated under, any agreement or commitment on behalf of a Seller except for: (i) agreements entered into in the ordinary and regular course of the operation of the Business but in no event any agreement in excess of Ten Thousand Dollars ($10,000); (ii) those other agreements or commitments otherwise permitted under this Section 6.4; or terminate or otherwise change, amend or modify in any material respect any material Contract or Lease, except for those which terminate or expire by their own terms;
(g) maintain in full force and effect policies of liability and casualty insurance of substantially the same type, character and coverage as the policies currently carried with respect to the Business;
(h) not adopt, or commit to adopt, any Plan, Benefit Arrangement or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of personnel of the Sellers or modify the existing Employee Benefit Plans;
(i) promptly notify Buyer of any attempt or actual collective bargaining organizing activity with respect to any employees of Sellers; and not enter into any collective bargaining agreement applicable to any employees of Sellers;
(j) follow the usual and customary policy of Sellers with respect to extending credit for sales of products and with respect to collecting Accounts Receivable arising from such extension of credit;
(k) make reasonable commercial efforts to promote and advertise the Business and make expenditures therefor consistent with past practices and use reasonable commercial efforts to protect the business, business prospects and market share of the Business;
(l) not reduce the quality of the Inventory or permit the Inventory to decrease below an amount that is adequate to satisfy the requirements of the Business arising in the ordinary course;
(m) not terminable acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Company assets of, or its Subsidiaries by any other manner, any business;
(n) not make or incur any individual capital expenditures in excess of Ten Thousand Dollars ($10,000) or in the aggregate in excess of Twenty Thousand Dollars ($20,000);
(o) not compromise or settle any litigation to which a Seller is a party for an amount individually or in the aggregate in excess of Ten Thousand Dollars ($10,000);
(p) perform in all material respects all Contracts and Leases in accordance with their terms and pay all Accounts Payable, liabilities and all other obligations of Sellers when due unless being contested in good faith;
(q) except as required by law or generally accepted accounting principles and disclosed to the Buyer, maintain the books, records and accounts of Sellers in the ordinary course of business consistent with past practice;
(r) not pay any dividends to stockholders of SST, SST-Georgia or SST-Virginia or redeem any of the outstanding stock of SST, SST-Georgia or SST-Virginia;
(s) not enter into any transactions with an Affiliate without liability, on thirty (30) days or less notice, unless the prior written approval is given by the consent of Buyer;
(t) use all available Cash to pay down Assumed Liabilities and Indebtedness for Borrowed Money and cooperate with Buyer with respect to the order of such payments;
(u) not take or agree to take any action inconsistent with the representations and warranties of Sellers contained herein, being true and correct as of the Closing Date in all material respects, or the consummation of the Closing as contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Bway Corp)
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 's or its Subsidiaries’ ' assets or cancel any of the Company’s 's or its Subsidiaries’ ' claims, unless prior written approval is given by the Buyer;
4.4 Fail to maintain and preserve the Company’s '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 '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 '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;
4.10 Utilize any employment agency, placement service or similar service for the purpose of employing any personnel where the Company or any of its Subsidiaries will be obligated to pay any fee or commission for such service, unless prior written approval is given by the Buyer;
4.11 Fail to comply with any law, rule, regulation or final order applicable to the Company or any of its Subsidiaries;
4.12 Pay or commit to pay any bonus or other incentive compensation to any of the Company's or any of the Subsidiary's officers, directors or employees;
4.13 Settle, dismiss or otherwise compromise in any manner any action, proceeding or suit listed on Exhibit 2.14; or ------------
4.14 Make any capital expenditure or commitment for capital expenditures in excess of $25,000, unless prior written approval is given by the Buyer. The Management Shareholders will promptly notify Buyer of any material change in the business, operations or financial condition of the Company or any of its Subsidiaries.
Appears in 1 contract
Sources: Stock Purchase Agreement (Applied Digital Solutions Inc)
Operations Pending Closing. The Management Shareholders Seller hereby represent, warrant and covenant covenants to and agree agrees with the Buyer that, from the date hereof to the Closing Date or the termination of this Agreement, except with the Management Shareholders prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, the Seller will not cause or allow the Company or any of its Subsidiaries Bank to:
4.1 Fail (a) fail to carry on its business in substantially the same manner as now being conducted;
4.2 Fail (b) declare, pay or make any cash dividend, stock dividend or other distribution with respect to pay all liabilities in the ordinary course Equity Securities of business as duethe Bank;
4.3 Except (c) issue or directly or indirectly sell, transfer or otherwise dispose of, or purchase, redeem, retire or otherwise acquire any Equity Securities of the Bank or any other Equity Securities, or agree to commit to do so;
(d) subdivide or in any way reclassify any of the ordinary course Equity Securities of business, the Bank;
(e) grant any option or right to purchase or execute any agreement or otherwise commit to issue any Equity Securities of the Bank;
(f) sell, transfer, lease, mortgage, pledge or otherwise dispose of or encumber any of the CompanyBank’s or its Subsidiaries’ assets or cancel any of the CompanyBank’s or its Subsidiaries’ claims, unless prior written approval is given by claims except in the Buyerordinary course of business;
4.4 Fail (g) fail to maintain and use its commercially reasonable efforts to preserve the CompanyBank’s and its Subsidiaries’ business, organization and goodwill and its existing relationships with its respective customers and others having business relationships with themit;
4.5 Incur (h) amend the Bank’s Articles of Association or Bylaws;
(i) incur any obligation or liability or enter into any transaction except in the ordinary course of the CompanyBank’s and its Subsidiaries’ business, unless prior written approval is given by the Buyer;
4.6 Fail (j) fail to take any action necessary and appropriate to maintain in full force and effect the CompanyBank’s and its Subsidiaries’ corporate existence, rights, licenses and franchises;
4.7 Pay (k) pay or commit to pay any salary, fee or other compensation at a rate in excess of that prevailing on December 31September 30, 20042008;
4.8 Fail (l) fail to maintain all existing policies of insurance with respect to the Company or any of its Subsidiaries Bank in their present form and with their present coveragecoverage or comparable substitute policies;
4.9 Enter (m) 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 Bank without liability, on thirty (30) days or less notice;
(n) pay or commit to pay any bonus or other incentive compensation or any severance payments to any of the Bank officers, unless prior directors or employees;
(o) sell any portion or all of the Bank’s loan or investment portfolios except in the ordinary course of business, or invest any of the Bank’s assets in any marketable securities, other than U.S. Treasury or U.S. Agency securities except in the ordinary course of business;
(p) make any capital expenditures or commitment for capital expenditures in the aggregate for the Bank in excess of $50,000 other than written approval commitments or obligations in existence as of the date of this Agreement and disclosed on Schedule 12.1(p);
(q) commit to make a loan or grant an extension of credit to any borrower (including any renewals of existing loans or additional advances on loans to existing borrowers of the Bank) which does not comply with the Bank’s loan policy and which is given not consistent with the past lending practices of the Bank;
(r) fail to accrue income and expenses on the Bank’s books in the ordinary course of business and in accordance with generally accepted accounting principles;
(s) make loans to insiders as that term is defined in Section 4.9;
(t) take any action outside the ordinary course of business, which will decrease the Bank’s stockholders’ equity between the Determination Date and the Closing Date; or
(u) enter into or amend any other contract, agreement, understanding, arrangement or commitment not already described or addressed in this Section 12.1 involving an obligation by the Buyer;Bank of more than $50,000, other than contracts entered into in respect of deposit agreements.
Appears in 1 contract
Sources: Stock Purchase Agreement (Vineyard National Bancorp)
Operations Pending Closing. The Management Shareholders Seller hereby representrepresents, warrant warrants and covenant covenants to and agree agrees with Buyer that, from the date hereof Seller filed its petition with the Bankruptcy Court (the "Petition Date") to the Closing Date or the termination of this Agreement, the Management Shareholders shall Seller has not cause or allow the Company or any of its Subsidiaries toand will not:
4.1 6.1 Fail to carry on its business in substantially the same manner as now being conducted;
4.2 6.2 Fail to pay all liabilities in the ordinary course of business as due;
4.3 6.3 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’ Seller's assets or cancel any of the Company’s or its Subsidiaries’ Seller's claims, unless prior written approval is given by the Buyer;
4.4 6.4 Fail to maintain and preserve the Company’s and its Subsidiaries’ Seller's business, organization and goodwill and its existing relationships with its respective customers and others having business relationships with them;
4.5 6.5 Incur any obligation or liability or enter into any transaction except in the ordinary course of the Company’s and its Subsidiaries’ Seller's business, unless prior written approval is given by the Buyer;
4.6 6.6 Fail to maintain in full force and effect the Company’s and its Subsidiaries’ Seller's corporate existence, rights, licenses and franchises;
4.7 6.7 Pay or commit to pay any salary, fee or other compensation at a rate in excess of that prevailing on December 31, 2004the date prior to the Petition Date;
4.8 6.8 Fail to maintain all existing policies of insurance with respect to the Company or any of its Subsidiaries Seller in their present form and with their present coverage;
4.9 6.9 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 Seller without liability, on thirty (30) days or less notice;
6.10 Utilize any employment agency, unless prior placement service or similar service for the purpose of employing any personnel where Seller will be obligated to pay any fee or commission for such service, without the written approval is given by the consent of Buyer;
6.11 Fail to comply with any law, rule, regulation or final order applicable to it;
6.12 Pay or commit to pay any bonus or other incentive compensation to any of its officers, directors or employees;
6.13 Settle, dismiss or otherwise compromise in any manner any action, proceeding or suit listed on Exhibit 4.14; or
6.14 Make any capital expenditure or commitment for capital expenditures in excess of $5,000. Seller will promptly notify Buyer of any material change in the business, operations or financial condition of Seller.
Appears in 1 contract