1Conduct of Business. 36 6.2No Shop; Non-Disclosure....................................................... 38 6.3Employment Agreements......................................................... 39 6.4Parent's Access to Information................................................ 39 6.5Consents...................................................................... 39 6.
1Conduct of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Prospectus. The disclosures in the Registration Statement concerning the effects of federal, state and local regulation on this offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
1Conduct of Business. Except as set forth in Schedule 6.1, Seller agrees that from and after the date hereof until Closing, except as expressly contemplated by this Agreement or as expressly consented to in writing by Buyer (which consent will not be unreasonably withheld or delayed), it will cause the Purchased Company, to:
1Conduct of Business. (a)From the Signature Date until the Closing, the Sellers shall cause the Company to, and the Company shall, conduct the MAA Business and related operations in the ordinary course of business consistent with past practice and use all commercially reasonable endeavours to (1) preserve intact its present business organisation, (2) maintain all Consents in effect, (3) keep available the services of its Key Employees, (4) maintain good relationships with its customers, lenders and others having material business relationships with it, and (5) manage its working capital in the ordinary course of business. Without limiting the generality of the foregoing, except as set forth in Section IV.1 of the Disclosure Letter, the Sellers shall not, with respect to the MAA Business, and shall ensure that the Company does not, and the Company shall not, from the Signature Date until the Closing Date:
1Conduct of Business. Except as set forth on Section 6.1 of the Disclosure Schedule, as otherwise contemplated by this Agreement or as otherwise required by applicable Law, and except as otherwise consented to by Buyer in writing (such consent not to be unreasonably withheld, delayed or conditioned) from the date hereof until the Effective Time (the “Pre-Closing Period”), Seller shall:
1Conduct of Business. (a)Except for (i) matters set forth in Section 6.1(a) of the Seller Schedule, (ii) as consented to in writing by Purchaser, (iii) as required by applicable Law or (iv) otherwise contemplated by the terms of this Agreement or any Ancillary Agreement, from the Execution Date to the Closing Date or the earlier termination of this Agreement in accordance with Article VIII (the “Pre-Closing Period”), the Seller shall, and shall cause the Selling Affiliates to:
1Conduct of Business. (a) From the date of this Agreement until the Closing Date, Seller shall, and shall cause its Affiliates to, (A) maintain and preserve in all respects the Purchased Assets, (B) conduct activities with respect to the Business in the ordinary course of business consistent with past practice and (C) comply in all material respects with all Laws and Permits applicable to the Business.
1Conduct of Business. (a)From the date hereof through the earlier of the termination of this Agreement or the Closing Date (the “Pre-Closing Period”), except as permitted by this Agreement or as set forth on Section 6.1(a) to the Company Disclosure Letter, the Acquired Companies shall, and the Seller Parties shall cause the Acquired Companies to, conduct their respective businesses only in the Ordinary Course. Without limiting the generality of the foregoing, during the Pre-Closing Period, except as permitted by this Agreement or as set forth on Section 6.1(a) to the Company Disclosure Letter, each Acquired Company shall (i) maintain its existence in good standing, (ii) maintain the general character of its businesses and conduct its businesses in a commercially reasonable manner, (iii) maintain proper business and accounting records relative to its businesses, (iv) use commercially reasonable efforts to preserve relationships with customers, suppliers, investors and insurers, (v) use commercially reasonable efforts to maintain its assets in good condition and repair, ordinary wear and tear excepted, (vi) maintain presently existing insurance coverage with respect to its businesses and (vii) pay its debts, Taxes and other obligations when due.
1Conduct of Business. (a)Except as contemplated by this Agreement, as set forth on Schedule 6.1 or as otherwise consented to in writing in advance by the Buyer (which consent may not be unreasonably withheld, conditioned or delayed), from the date hereof through the Closing, Seller and each Company Entity shall (i) conduct the Business in all material respects in the Ordinary Course of Business, in substantially the same manner as heretofore conducted; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and the Subsidiaries (including relationships with employees, customers, suppliers and other business relations).
1Conduct of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits (“Permits”) of and from any Governmental Entity that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for such Permits, the absence of which would not reasonably be expected to have a Material Adverse Change.
