Thereafter the results of full-time equivalent student membership surveys shall be used in adjusting the amount of funds distributed monthly to the School for the remainder of the fiscal year.
After the Closing Buyer and Seller shall execute and deliver, or shall caused to be executed and delivered from time to time, such further instruments of conveyance and transfer and shall take such other action as any Party may reasonably request to convey and deliver the Interests to Buyer, to accomplish the orderly transfer of the Interests to Buyer, or to otherwise effectuate the transactions contemplated by this Agreement. If either Party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper Party. If an invoice or other evidence of an obligation is received by a Party, which is partially an obligation of both Seller and Buyer, then the Parties shall consult with each other and each shall promptly pay its portion of such obligation to the obligee.
Interim Period (a) During the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, the Company agrees that it will, except as set forth on Schedule 3.3(a): (i) carry on its respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform all of its respective obligations under agreements relating to or affecting its respective assets, properties, or rights; (iv) keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its best efforts to maintain and preserve its business organization intact, retain its respective present key employees, and maintain its respective relationships with suppliers, customers, and others having business relations with it; (vi) maintain compliance with all permits laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies, and similar governmental authorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments; and (viii) maintain present salaries and commission levels for all officers, directors, employees and agents. (b) During the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, the Company agrees that it will not, except as set forth on Schedule 3.3(b): (i) make any change in its Certificate or Articles of Incorporation or Bylaws; (ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock or declare any dividends or make any distributions (other than S Corporation distributions), nor pay out any extraordinary bonuses in excess of pro rata bonuses customarily paid, or fees, or commissions to the Shareholders, directors, management or other personnel; (iv) sell, assign, lease, or otherwise transfer or dispose of any property or equipment except in the normal course of business; (v) negotiate for the acquisition of any business or the start-up of any new business; (vi) merge or consolidate or agree to merge or consolidate with or into any other corporation; (vii) waive any material rights or claims; (viii) commit a material breach of or amend or terminate any material agreement or Permit; (ix) enter into any other transaction outside the ordinary course of its business consistent with past business practice or prohibited hereunder; or (x) change its accounts receivable collection practice or factor its accounts receivable in any way.
Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.
After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.