Operations Prior to the Closing Sample Clauses
The "Operations Prior to the Closing" clause defines the obligations and restrictions on the parties' conduct between signing the agreement and the actual closing date. Typically, it requires the seller to operate the business in the ordinary course, maintain assets, and refrain from making significant changes without the buyer's consent. This ensures that the business remains stable and consistent, protecting the buyer from unexpected alterations or risks before ownership is transferred.
Operations Prior to the Closing. (a) Between the date hereof and the Closing, except (x) as set forth in Annex I, (y) as contemplated by this Agreement or (z) with the prior approval of the Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed (and which approval shall be deemed to have been granted five Business Days after the date of receipt of the written request unless denied in writing), the Seller shall, and shall cause each Acquired Entity to, operate in its ordinary course of business and the Seller shall not, and shall cause each Acquired Entity to not, take any of the following actions:
(i) amend the Organizational Documents of any of the Acquired Entities;
(ii) split, combine or reclassify the Shares;
(iii) transfer, issue, sell or otherwise dispose of any equity securities, or grant any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) equity securities;
(iv) acquire any third party or its business (whether by merger, sale of stock, sale of assets or otherwise);
(v) make any loans, advances, or capital contributions to, or investments in, any other Person;
(vi) make a material change in any method of accounting or accounting practice of the Acquired Entities, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements;
(vii) sell, lease, license or otherwise dispose of any of the assets (whether by merger, sale of stock, sale of assets or otherwise) shown or reflected in the Financial Statements, except in the ordinary course of business and except for any assets having an aggregate value of less than $200,000;
(viii) issue or incur any Additional Indebtedness in excess of $5,000,000 in the aggregate;
(ix) increase the compensation of any member of management of the Acquired Entities; other than (A) as provided for in any written agreements, (B) increases in commercially reasonable amounts, (C) in the ordinary course of business, or (D) increases not in excess of the amounts previously agreed between the Seller and the Purchaser with respect to certain individuals; provided however, in the case of such specified individuals, clauses (B) and (C) shall not apply;
(x) except as required by the terms of any Plan or applicable Law, adopt, amend or modify any Plan, the effect of which in the aggregate would increase the obligations of the Acquired Entities by more than fifteen percent (15%) of their aggregate existing annual obligations to such plans;
(xi)...
Operations Prior to the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of Buyer, from the date hereof until the Closing Date, Seller will (i) conduct the operations of the Facility and will manufacture the SLC Products only in the ordinary course consistent with past practices, (ii) use commercially reasonable efforts to retain the services of the present key Employees located at the Facility, and (iii) use commercially reasonable efforts to preserve the relationships with the customers and distributors with respect to the SLC Products and the Facility's suppliers.
(b) Except as otherwise expressly contemplated by this Agreement, from the date hereof until the Closing Date, the Seller will not do any of the following without the prior written consent of the Buyer:
(i) sell, transfer, lease, exchange or otherwise dispose of, whether by merging, consolidating or in any other manner, or voluntarily grant any material Encumbrance with respect to, any material Acquired Asset or the Facility, except for sales of (A) inventories and assets in the ordinary course of business consistent with past practice and (B) worn out or obsolete property in the ordinary course of business consistent with past practice;
(ii) take or cause to be taken any action or omit to take or cause any action to be taken that could reasonably be expected to result in any of the representations or warranties of Seller contained herein becoming, at the Closing Date, untrue or inaccurate in any material respect;
(iii) enter into, renew, modify, amend or terminate any material Contract listed on Schedule 2.1(c) or waive, delay the exercise of, release or assign any material rights or claims thereunder; or
(iv) agree in writing to take any of the foregoing actions set forth in this Section 6.1(b).
(c) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b), at any time before the Closing Date, Seller may remove any Excluded Asset from the Facility so long as such Excluded Asset can be removed without damage to the Facility, the Acquired Assets and the building and so long as the act of removal will not interfere with Buyer's manufacture of SLC Products at the Facility after the Closing Date
Operations Prior to the Closing. Prior to the Closing, except in accordance with prior approval of ▇▇▇▇▇ (which shall not be unreasonably withheld):
(i) BEI will carry on the business of the Division in the same manner as was conducted immediately prior to the date of this Agreement and will not make any purchase or sale or enter into any transaction or execute any agreement or incur any obligation or liability or introduce any method of management or operation in respect of any such business, except in the ordinary course of business as heretofore conducted (and in every case, only in accordance with and subject to the other restrictions of this Agreement).
(ii) BEI will, with respect to the Division, use its best efforts to maintain and preserve intact the business organizations and relationships with employees, radio stations, on-air talent, suppliers and customers and others having business relations with the Division.
(iii) Except as specifically contemplated hereby, BEI will not, with respect to the Division:
(A) Other than in the ordinary course of business, enter into (i) any contract which commits it for a fixed term (unless such term is terminable by it without penalty on not more than 30 days' notice), or (ii) any agreement with any labor union or other employee bargaining agent or unit;
(B) Other than in the ordinary course of business, prepay any Assumed Liabilities;
(C) Other than in the ordinary course of business, incur any indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible for obligations of any other individual, corporation or other entity or organization (except for endorsement for collection or deposit of negotiable instruments received in the ordinary and usual course of business);
(D) Other than in the ordinary course of business, sell, lease, transfer, release, abandon or otherwise dispose of, or enter into any contract or license for the sale, lease or other disposition of or grant any preferential right to purchase, lease or otherwise acquire, any of the Assets or any interest therein or cancel, release or assign any indebtedness owed to it or any claim, license or permit held by it or release, abandon or terminate any lease, contract, agreement, instrument or right relating to title to or ownership of any of the Assets or any interest therein;
(E) Other than in the ordinary course of business, mortgage, pledge, hypothecate, subject to lien or other encumbrance, or grant any security interest in any of...
Operations Prior to the Closing. (a) At all times prior to the Closing, AWS PCS shall keep and maintain the AWS Licenses current and in good standing. AWS PCS shall comply in all material respects with all applicable Legal Requirements, including all Legal Requirements relating to the AWS Licenses or their use. AWS PCS shall retain control of the AWS Licenses at all times prior to the Closing, provided that ultimate control of the AWS Licenses will be transferred to Cingular upon the consummation of the Merger. AWS PCS shall not: (i) directly or indirectly sell, lease, transfer or otherwise dispose of, or mortgage or pledge, or impose or suffer to be imposed any Lien on, any of the AWS Licenses or any interest therein or negotiate therefor; (ii) take or permit to be taken any action to adversely affect, impair or subject to forfeiture or cancellation any of the AWS Licenses; or (iii) take or agree to take any other action inconsistent with the consummation of the transactions contemplated by this Agreement. AWS PCS shall not incur any material obligation or liability, absolute or contingent, relating to or affecting any of the AWS Licenses or their use. No later than five (5) Business Days prior to the Closing Date, AWS PCS shall (a) remove all Liens on the AWS Triton Licenses and (b) clear all of its operations from the spectrum associated with the AWS Triton Licenses. AWS PCS shall perform all of its material obligations required to be performed under all of the AWS Licenses. On the Closing Date, AWS PCS shall be the exclusive, authorized, legal holder of the AWS Licenses.
(i) At all times prior to the Closing, Triton PCS shall keep and maintain the Triton Licenses current and in good standing. Triton PCS shall comply in all material respects with all applicable Legal Requirements, including all Legal Requirements relating to the Triton Licenses or their use. Triton PCS shall retain control of the Triton Licenses at all times prior to the Closing. Triton PCS shall not: (i) directly or indirectly sell, lease, transfer or otherwise dispose of, or mortgage or pledge, or impose or suffer to be imposed any Lien on, any of the Triton Licenses or any interest therein or negotiate therefor; (ii) take or permit to be taken any action to adversely affect, impair or subject to forfeiture or cancellation any of the Triton Licenses; or (iii) take or agree to take any other action inconsistent with the consummation of the transactions contemplated by this Agreement. Triton PCS shall not incur any mat...
Operations Prior to the Closing. During the period prior to the Closing, Sellers shall conduct the Business only in the ordinary course and substantially as operated prior -33- 39 to the date hereof and, except as set forth in Schedule 7.4 shall not take any of the actions specified in Section 5.7.
Operations Prior to the Closing. From the date hereof until Closing, each of the Sellers shall:
Operations Prior to the Closing. Seller covenants and agrees (i) to maintain and preserve the Assets in their present condition (including by using its commercially reasonable efforts to renew any Store Leases and Assigned Subleases that come up for renewal in the ordinary course of business of the Sellers) and, with respect to the Store Properties, in the condition required under the respective Store Leases or Assigned Subleases other than reasonable wear and tear, casualty and condemnation,
Operations Prior to the Closing. Seller shall operate and carry on its business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall keep and maintain the Assets in good operating condition and repair and shall use its best efforts consistent with good business practice to maintain the business organization of Seller intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with Seller.
Operations Prior to the Closing. Seller shall operate and carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller (i) shall keep and maintain the Assets in their present operating condition and repair, reasonable wear and tear excepted, (ii) shall use its best efforts to maintain the business organization of the Business intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with Seller and (iii) shall not take any action that would encumber the Assets, impair its intellectual property rights with respect to the Assets, take any action that would interfere with Buyer's ability to operate the Business following the Closing or take any actions reasonably likely to decrease the value of the Business.
Operations Prior to the Closing