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 practices; (j) the Company shall not make or commit to make any capital expenditures in excess of ten thousand dollars ($10,000) in the aggregate; (k) other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of the Shareholder or any Related Party; and (l) neither the Company nor the Shareholders shall take or omit to take any action which would render any of the Shareholders' representations or warranties untrue or misleading, or which would be a breach of any of the Shareholders' covenants.
Appears in 1 contract
Business in the Ordinary Course. Except as set forth in Schedule 5.1, the business of the Company Secure Source 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 ParentNeoMedia:
(a) the Company Secure Source 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 CompanySecure Source;
(b) except for sales of personal property in the ordinary course of its business, the Company Secure Source 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 Secure Source or any interest therein;
(c) the Company Secure Source shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company Secure Source 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 Secure Source 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 Secure Source 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 Secure Source 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 CompanySecure Source, and to retain the services of key employees and agents of the Company Secure Source after the Closing Date on terms acceptable to ParentNeoMedia;
(g) except as they may terminate in accordance with the terms of this Agreement, the Company Secure Source 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 Secure Source shall duly comply in all material respects with all laws applicable to it and to the conduct of its business;
(i) the Company Secure Source shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices;
(j) the Company Secure Source shall not make or commit to make any capital expenditures in excess of ten thousand dollars Ten Thousand Dollars ($10,000) in the aggregate;
(k) other than as contemplated in this Agreement, the Company Secure Source shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of the Shareholder or any Related Party; and
(l) neither the Company Secure Source nor the Shareholders shall take or omit to take any action which would render any of the Shareholders' representations or warranties untrue or misleading, or which would be a breach of any of the Shareholders' covenants.
Appears in 1 contract
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 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 their 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 practices;
(j) the Company shall not make or commit to make any capital expenditures in excess of ten thousand dollars ($10,000) in the aggregate;
(k) other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of the any Shareholder or any Related Party; and
(l) neither the Company nor the Shareholders a Shareholder shall take or omit to take any action which would render any of the Shareholders' representations or warranties untrue or misleading, or which would be a breach of any of the Shareholders' covenants.
Appears in 1 contract
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 ParentAltrimega:
(a) i. 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) ii. 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) iii. 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) iv. 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) v. 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) vi. 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 EXHIBIT 99.1-12 employees and agents of the Company after the Closing Date on terms acceptable to ParentAltrimega;
(g) vii. 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) viii. the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business;
(i) ix. the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices;
(j) x. the Company shall not make or commit to make any capital expenditures in excess of ten thousand dollars ($10,000) in the aggregate;
(k) xi. other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of the Shareholder or any Related Party; and
(l) xii. neither the Company nor the Shareholders shall take or omit to take any action which would render any of the Shareholders' representations or warranties untrue or misleading, or which would be a breach of any of the Shareholders' covenants.
Appears in 1 contract
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 ParentUnited:
(a) i. 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) ii. 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) iii. 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) iv. 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) v. 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) vi. 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 ParentUnited;
(g) vii. 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) viii. the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business;
(i) ix. the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices;
(j) x. the Company shall not make or commit to make any capital expenditures in excess of ten thousand dollars ($10,000) in the aggregate;
(k) xi. other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of the Shareholder or any Related Party; and
(l) xii. neither the Company nor the Shareholders shall take or omit to take any action which would render any of the Shareholders' representations or warranties untrue or misleading, or which would be a breach of any of the Shareholders' covenants.
Appears in 1 contract