Business in the Ordinary Course. Except as set forth in the SEC Documents, the business of the Company shall be conducted only in the ordinary course, and consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in the SEC Documents or as otherwise approved by Buyer:
(a) Except for the transaction contemplated hereby, the Company shall not enter into any contract, agreement or other arrangement which would constitute a Material Contract, except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially consistent with the prior operating practices of the Company;
(b) except for sales of personal property in the ordinary course of its business, the Company shall not sell, assign, transfer, mortgage, convey, encumber or otherwise dispose of, or cause the sale, assignment, transfer, mortgage, conveyance, encumbrance or other disposition of any of the assets or properties of the Company or any interest therein;
(c) the Company shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, at prices and on terms substantially consistent with current market conditions and prior operating practices;
(d) the books, records and accounts of the Company shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP;
(e) the Company shall use its best efforts to preserve its business organization, to preserve the good will of its suppliers, customers and others having business relations with the Company, and to retain the services of key employees and agents of the Company;
(f) except as it may terminate in accordance with the terms of this Agreement, the Company shall keep in full force and effect, and not cause a default of any of its obligations under, each of their contracts and commitments;
(g) the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business;
(h) the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices;
(i) other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisf...
Business in the Ordinary Course. The Business shall be conducted solely in the ordinary course consistent with past practice.
Business in the Ordinary Course. The Company shall, and the Stockholders shall cause the Company to, conduct its business solely in the ordinary course and consistent with past practice.
Business in the Ordinary Course. Seller shall cause the Transferred Business to be conducted solely in the ordinary course consistent with past practice.
Business in the Ordinary Course. Seller's Business shall be conducted only in the ordinary and usual course and consistent with prior practices, without the creation of any additional indebtedness for borrowed money, provided, that Seller may continue to draw on its existing lines of credit with Central Fidelity Bank in a manner consistent with its past practices. Without limiting the generality of the foregoing:
(a) Except as provided in Paragraph 1.1(h) above, and except as provided in Paragraph 5.1(b) below, Seller shall not enter into any contracts, agreements or other arrangements in connection with Seller's Business, and except as otherwise expressly provided herein, Seller will not enter into any contract nor effect any transaction with any Related Party.
(b) Seller shall not enter into any contracts, agreements or other arrangements to sell, distribute or supply goods or services to any customer or any third party except in the ordinary course of Seller's Business at prices and on terms consistent with the prior operating practices of Seller.
(c) Seller shall not sell, assign, transfer, convey, pledge, mortgage, encumber or otherwise dispose of, or cause the sale, assignment, transfer, conveyance, pledge, mortgage, encumbrance or other disposition of any of the Purchased Assets.
(d) All contracts or commitments of Seller for the purchase of products, services and supplies shall be entered into only in the ordinary and regular course of business to enable Seller to conduct its normal business operations, at prices and on terms consistent with the prior operating practices of Seller.
(e) Seller shall maintain, preserve and protect all of the Purchased Assets in good condition, except for ordinary wear and tear and damage by fire or other casualty; and Seller shall maintain in full force and effect all insurance policies referred to in Paragraph 3.16 above or other insurance equivalent thereto.
(f) The books, records and accounts of Seller shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with generally accepted accounting principles.
(g) Seller shall use its best efforts to preserve Seller's Business, to keep available the services of Seller's present employees, to preserve the goodwill of Seller's suppliers,
Business in the Ordinary Course. Seller shall use commercially reasonable efforts to operate the Business in the ordinary course consistent in all material respects with past practices; use reasonable commercial efforts to preserve the Business’ present operations, organization and goodwill and to preserve Seller's present relationships with customers, suppliers and other persons having business dealings with the Business; and to the extent practicable, keep available the services of Seller's present employees relating to the Business; use its best efforts to conduct the Business in such a manner that on the Closing Date, the representations and warranties of Seller contained in this Agreement shall be true, except as otherwise contemplated in Article 6, as though such representations and warranties were made on such date. Seller will cooperate with Buyer and use its best efforts to cause all of the conditions to the obligations of Seller under this Agreement to be satisfied on or prior to the Closing Date.
Business in the Ordinary Course. Except as otherwise contemplated in Section 8.15, the Company shall, and the Stockholders shall cause the Company to, conduct its business and the business of its Subsidiary solely in the ordinary course and consistent with past practice.
Business in the Ordinary Course. The Company shall, and the Company shall cause each Subsidiary to, conduct its business in the ordinary course and consistent with past practice.
Business in the Ordinary Course. (a) The Business shall be conducted solely in the ordinary course consistent with past practice or as required by this Agreement.
(b) Without limiting the generality of the foregoing paragraph (a), CHE or Seller will not insofar as it relates to the Business or the Assets:
(i) make any capital expenditures or incur any expenses, including maintenance, repairs, replacements except in the ordinary course of business;
(ii) voluntarily incur any material liability or obligation, sell, transfer, mortgage, pledge or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage, pledge or otherwise dispose of or encumber, any assets or properties (real, personal or mixed) material to CHE or Seller in any case other than in the ordinary course of business consistent with past practice; provided, however, that, Seller or CHE may sell, assign or otherwise transfer any of the Excluded Assets and Excluded Liabilities or any of the assets listed on Schedule 4.1.1;
(iii) increase in any manner the wages, salaries, bonus, compensation or other benefits of any of its officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, termination, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any stockholder, officer, director, other employee, agent, consultant or affiliate other than as required pursuant to the terms of agreements in effect on the date of this Agreement, provided, however, salary increases may be given to hourly employees in the ordinary course of business and consistent with past practices if prior written approval of Parent has been obtained in accordance with the procedures set forth on Schedule 4.1.1(b)(iii);
(iv) commit or omit to do any act which act or omission would cause a breach of any covenant contained in this Agreement or would cause any representation or warranty contained in this Agreement to become untrue, as if each such representation and warranty were continuously made from and after the date hereof;
(v) fail to maintain its books, accounts and records in the usual manner on a basis consistent with that heretofore employed;
(vi) materially increase or decrease the average restaurant, corporate or warehouse facil...
Business in the Ordinary Course. From the date hereof until the Closing (the "Interim Period"), each of the Acquired Corporation and the Purchaser shall continue to carry on its business in the ordinary course. Each of the Acquired Corporation and the Purchaser shall not sell or pledge any of its properties or other assets, issue any shares or enter into any transac-tions outside the ordinary course of its business.
