Common use of Carry on in Ordinary Course Clause in Contracts

Carry on in Ordinary Course. (a) Except with Buyer's prior written consent, the Company shall, and the Sellers shall cause the Company to, carry on the Business diligently and substantially in the same manner as heretofore conducted, and shall not: (i) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; (ii) declare any dividends, nor make any distributions or payments to the Sellers other than employment compensation and pass-through distributions by the Company in respect of federal and state taxes on the income of the Company attributable to the Sellers; (iii) redeem any capital stock of the Company or issue any capital stock or enter into any agreement that grants a right to acquire any of the capital stock of the Company; (iv) increase the compensation of any employee of the Company, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the Company; (v) loan or advance any amounts to any officer, director, the Sellers or employee of the Company or enter into any agreement with any of the foregoing or any person related to any of the foregoing; (vi) acquire or dispose of any assets, other than in the ordinary course of business; (vii) encumber or commit to encumber any of its assets; (viii) take any action, or suffer any action to be taken, that could cause any of the representations or warranties of the Sellers or the Company contained herein not to be true and correct on and as of the Closing Date; (ix) repay (including by way of offset) any indebtedness except for regularly scheduled payments thereof in accordance therewith; or (x) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Access Integrated Technologies Inc)

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Carry on in Ordinary Course. (a) Except with Buyer's prior written consent, the Company shall, and the Sellers Seller shall cause the Company to, carry on the Business diligently and substantially in the same manner as heretofore conducted, and shall not: (ia) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; (iib) declare any dividends, nor make any distributions or payments to the Sellers Seller other than employment compensation and pass-through distributions by the Company in respect of federal and state taxes on the income of the Company attributable to the SellersSeller; (iiic) redeem any capital stock of the Company or issue any capital stock or enter into any agreement that grants a right to acquire any of the capital stock of the Company; (ivd) increase the compensation of any employee of the Company, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the Company; (ve) loan or advance any amounts to any officer, director, the Sellers Seller or employee of the Company or enter into any agreement with any of the foregoing or any person related to any of the foregoing; (vif) acquire or dispose of any assets, other than in the ordinary course of business; (viig) encumber or commit to encumber any of its assets; (viiih) take any action, or suffer any action to be taken, that could cause any of the representations or warranties of the Sellers Seller or the Company contained herein not to be true and correct on and as of the Closing Date; (ixi) repay (including by way of offset) any indebtedness except for regularly scheduled payments thereof in accordance therewith; or (xj) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Access Integrated Technologies Inc)

Carry on in Ordinary Course. (a) Except with Buyer's prior written consent, the Company Seller shall, and the Sellers each Stockholder shall cause the Company Seller to, carry on the Business its business diligently and substantially in the same manner as heretofore conducted, and shall not: not (ia) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; , (iii) declare any dividends, nor make any distributions or payments to the Sellers Stockholders other than employment compensation and pass-through distributions by the Company in respect of federal and state taxes on the income of the Company attributable to the Sellers; compensation, (iiiii) redeem any capital stock shares of the Company or issue any capital stock or enter into any agreement that grants a right to acquire any of the capital stock of the Company; Seller Stock, (iviii) increase the compensation of any employee of the CompanySeller, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the CompanySeller; (viv) loan or advance any amounts to any officer, director, the Sellers stockholder or employee of the Company Seller or enter into any agreement with any of the foregoing or any person related to any of the foregoing; , (viv) acquire or dispose of any assets, other than in the ordinary course of business; , and (viivi) encumber or commit to encumber any of its assets; , (viiivii) take any action, or suffer any action to be taken, that which could cause any of the representations or warranties of the Sellers any Stockholders or the Company Seller contained herein not to be true and correct on and as of the Closing Date; (ix) repay (including by way of offset) any indebtedness except for regularly scheduled payments thereof in accordance therewith; , or (xviii) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Protocol Communications Inc)

Carry on in Ordinary Course. (a) Except with Buyer's prior written consent, the Company SAIF shall, and the Sellers Seller shall cause the Company SAIF to, carry on the Business its business diligently and substantially in the same manner as heretofore conducted, and shall not: not (i) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; , (ii) declare any dividends, nor make any distributions or payments to the Sellers Seller other than employment compensation and pass-through distributions by the Company in respect of federal and state taxes on the income of the Company attributable to the Sellers; compensation, (iii) redeem any capital stock shares of the Company SAIF Stock or issue any capital stock or enter into any agreement that which grants a right to acquire any of the SAIF's capital stock of the Company; and not material in amount, (iv) increase the compensation of any employee of the CompanySAIF, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the CompanySAIF; (v) loan or advance any amounts to any officer, director, the Sellers stockholder or employee of the Company SAIF or enter into any agreement with any of the foregoing or any person related to any of the foregoing; , (vi) acquire or dispose of any assets, other than in the ordinary course of business; business and not material in amount, and (vii) encumber or commit to encumber any of its assets; , (viii) take any action, or suffer any action to be taken, that which could cause any of the representations or warranties of the Sellers Seller or the Company SAIF contained herein not to be true and correct on and as of the Closing Date; , or (ix) repay (including by way of offset) any indebtedness except for regularly scheduled payments thereof in accordance therewith; or (x) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Protocol Communications Inc)

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Carry on in Ordinary Course. (a) Except with Buyer's prior written consent, the Company shall, and the Sellers Seller shall cause the Company to, carry on the Business diligently and substantially in the same manner as heretofore conducted, and shall not: not (ia) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; , (iii) declare any dividends, nor make any distributions or payments to the Sellers its stockholders other than employment compensation and pass-through distributions by the Company in respect of federal and state taxes on the income of the Company attributable to the Sellers; compensation, (iiiii) redeem any shares of the capital stock of the Company Seller or issue any capital stock or enter into any agreement that which grants a right to acquire any of the capital stock of the Company; Seller, (iviii) increase the compensation of any employee of the CompanySeller, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the CompanySeller; (viv) loan or advance any amounts to any officer, director, the Sellers stockholder or employee of the Company Seller or enter into any agreement with any of the foregoing or any person related to any of the foregoing; , (viv) acquire or dispose of any assets, other than in the ordinary course of business; , and (viivi) encumber or commit to encumber any of its assets; , (viiivii) take any action, or suffer any action to be taken, that which could cause any of the representations or warranties of the Sellers or the Company Seller contained herein not to be true and correct on and as of the Closing Date; , (ixviii) repay (including by way of offset) any indebtedness except for regularly scheduled payments thereof in accordance therewith; , or (xix) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Protocol Communications Inc)

Carry on in Ordinary Course. (a) Except with Buyer's prior written consent, the Company Seller shall, and the Sellers each Stockholder shall cause the Company Seller to, carry on the Business its business diligently and substantially in the same manner as heretofore conducted, and shall not: not (ia) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; , (iii) declare any dividends, nor make any distributions or payments to the Sellers Stockholders other than employment compensation and pass-through distributions by the Company in respect of federal and state taxes on the income of the Company attributable to the Sellers; compensation, (iiiii) redeem any capital stock shares of the Company Seller Stock or issue any capital stock or enter into any agreement that which grants a right to acquire any of the capital stock of the Company; Seller Stock, (iviii) increase the compensation of any employee of the CompanySeller, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the CompanySeller; (viv) loan or advance any amounts to any officer, director, the Sellers stockholder or employee of the Company Seller or enter into any agreement with any of the foregoing or any person related to any of the foregoing; , (viv) acquire or dispose of any assets, other than in the ordinary course of business; , and (viivi) encumber or commit to encumber any of its assets; , (viiivii) take any action, or suffer any action to be taken, that which could cause any of the representations or warranties of the Sellers any Stockholders or the Company Seller contained herein not to be true and correct on and as of the Closing Date; , (ixviii) repay (including by way of offset) any indebtedness Funded Debt except for regularly scheduled payments thereof in accordance therewith; , or (xix) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Protocol Communications Inc)

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