Business in the Ordinary Course Sample Clauses
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. Except as set forth in Schedule 5.1, 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 Schedule 5.1 or as otherwise approved in writing by Parent:
(a) 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 Company shall maintain in full force and effect all insurance policies referred to in Section 3.17 hereof or other insurance equivalent thereto;
(e) 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;
(f) 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 after the Closing Date on terms acceptable to Parent;
(g) except as they 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 its contracts and commitments;
(h) the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business;
(i) the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past...
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. The Seller's Business shall be conducted only in the ordinary and usual course and consistent with prior practices. Without limiting the generality of the foregoing:
(a) Seller shall not enter into any contract, agreement or other arrangement in connection with the Seller's Business or affecting the Transferred Assets, other than those (i) entered into in the ordinary course of the Seller's Business at prices and on terms consistent with prior operating practices of the Seller's Business, or (ii) which do not obligate the Seller's Business to provide goods or services to any customer or third Person for a period in excess of twelve (12) months (unless terminable upon thirty (30) days notice or less) or do not involve the payment of an amount in excess of $25,000 (or in the case of purchases of inventory which do not involve the payment of an amount in excess of $100,000);
(b) except for the disposal of used furniture, fixtures and equipment, the utilization of miscellaneous office supplies and the sale of inventory to customers, all in the ordinary course of the Seller's Business in accordance with past practices, 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 Transferred Assets, and in no event shall any of the assets or properties of the Seller's Business be disposed of to Related Parties without Purchaser's prior written consent;
(c) all efforts to collect accounts receivable included in the Transferred Assets shall be undertaken in the ordinary course in accordance with past practices, and no rebates, discounts or concessions shall be granted by the Seller's Business after the date of this Agreement other than in the ordinary course in accordance with past practices;
(d) Seller shall maintain, preserve and protect all of the Transferred Assets in good condition and repair, except for ordinary wear and tear, and Seller shall maintain in full force and effect all insurance policies in effect on the date hereof;
(e) the books, records and accounts of Seller with respect to the Seller's Business shall be maintained in the ordinary course of business and in accordance with GAAP applied on a basis consistent with prior practices;
(f) Seller shall use commercially reasonable efforts to preserve the Seller's Business, to preserve the goodwill of Seller's suppliers and customers and others h...
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 Initial 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 Initial Closing Date.
Business in the Ordinary Course. Its business shall be conducted solely in the ordinary course.
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. The Company and its Subsidiaries shall each operate their respective businesses in the ordinary course of business and in manner that preserves or enhances the value of the Company.