Common use of Business in Ordinary Course Clause in Contracts

Business in Ordinary Course. Except as otherwise provided herein, the Sellers shall conduct the CATV Business in the ordinary course (including, without limitation, in accordance with currently planned capital expenditures), consistent with past practices and will not engage in any material transaction, including, without limitation, entering into or amending in any material respect any CATV Instrument or Contract, or making any material advance or expenditure, other than in the ordinary course of business, nor change in any material respect its business policies or practices. The Sellers shall use reasonable commercial efforts to preserve the CATV Business intact, to retain the services of its present employees and agents, and to preserve its business relationships with, and the goodwill of, its customers, suppliers and others. The Sellers shall pay before delinquent all taxes and other charges upon or against the Sellers or any of their respective properties or income, file when due all tax returns and other reports required by Governmental Authorities and pay when due all liabilities except those which they choose to contest in good faith and by appropriate proceedings.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Adelphia Communications Corp), Asset Purchase Agreement (CSC Holdings Inc)

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Business in Ordinary Course. Except as otherwise provided herein, the Sellers Midwest shall conduct the CATV Business in the ordinary course (including, without limitation, in accordance with currently planned capital expenditures), consistent with past practices and will not engage in any material transaction, including, without limitation, entering into or amending in any material respect any CATV Instrument or Contract, or making any material advance or expenditure, other than in the ordinary course of business, nor change in any material respect its business policies or practices. The Sellers Midwest shall use its reasonable commercial efforts to preserve the CATV Business intact, to retain the services of its present employees and agents, and to preserve its business relationships with, and the goodwill of, its customers, suppliers and others. The Sellers Midwest shall pay before delinquent all taxes and other charges upon or against the Sellers Midwest or any of their respective its properties or income, file when due all tax returns and other reports required by Governmental Authorities and pay when due all liabilities except those which they choose it chooses to contest in good faith and by appropriate proceedings.

Appears in 2 contracts

Samples: Merger Agreement (Adelphia Communications Corp), Merger Agreement (CSC Holdings Inc)

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