Common use of Carrying on Business Clause in Contracts

Carrying on Business. The Seller will procure that the Company uses all reasonable endeavours to ensure that between the date of this agreement and Completion, subject to clauses 5.2 and 5.3, the Business is conducted in the ordinary course of business and that the Company does not: (a) enter into any material contract or arrangement outside the ordinary course of trading or otherwise than on arm's length terms; (b) acquire or dispose of any assets other than on arm's length terms in the ordinary course of business; (c) make any material change to its policy and practice as to payment of creditors and collection of trade receivables; (d) engage any new employee to fill a new role with an annual remuneration package in excess of $120,000 or, except in the ordinary course of the Business, terminates the employment of any of its employees or changes in any material respect the terms of employment (including remuneration); (e) sell or agree to sell any fixed asset with a value of more than $250,000 or buy or commit to buy any fixed asset with a value of more than $250,000; (f) create any Encumbrance over any of its assets; (g) incur any indebtedness or liability in the nature of borrowings other than in the ordinary course of business; (h) distribute or return any capital to its members; (i) pay any dividend to its members or pay any management fee or similar amount; (j) issue any shares, options or securities which are convertible into shares in the Company; and (k) alter its constitution, unless the Buyer first consents in writing, which must not be unreasonably withheld or delayed.

Carrying on Business. The Seller will procure that the Company uses all reasonable endeavours to ensure that between the date of this agreement and Completion, subject to clauses 5.2 and 5.3, the Business is conducted in the ordinary course of business and that the Company does not: (a) enter into any material contract or arrangement outside the ordinary course of trading or otherwise than on arm's length terms; (b) acquire or dispose of any assets other than on arm's length terms in the ordinary course of business; (c) make any material change to its policy and practice as to payment of creditors and collection of trade receivables; (d) engage any new employee to fill a new role with an annual remuneration package in excess of $120,000 or, except in the ordinary course of the Business, terminates the employment of any of its employees or changes in any material respect the terms of employment (including remuneration); (e) sell or agree to sell any fixed asset with a value of more than $250,000 or buy or commit to buy any fixed asset with a value of more than $250,000; (f) create any Encumbrance over any of its assets; (g) incur any indebtedness or liability in the nature of borrowings other than in the ordinary course of business; (h) distribute or return any capital to its members; (i) pay any dividend to its members or pay pays any management fee or similar amount; (j) issue any shares, options or securities which are convertible into shares in the Company; and (k) alter its constitution, unless the Buyer first consents in writing, which must not be unreasonably withheld or delayed.

Carrying on Business. The Seller will procure that the Company uses all reasonable endeavours to ensure that between the date of this agreement and Completion, subject to clauses 5.2 and 5.3, the Business is conducted in the ordinary course of business and that the Company does not: (a) enter into any material contract or arrangement outside the ordinary course of trading or otherwise than on arm's length terms; (b) acquire or dispose of any assets other than on arm's length terms in the ordinary course of business; (c) make any material change to its policy and practice as to payment of creditors and collection of trade receivables; (d) engage any new employee to fill a new role with an annual remuneration package in excess of $120,000 or, except in the ordinary course of the Business, terminates the employment of any of its employees or changes in any material respect the terms of employment (including remuneration); (e) sell or agree to sell any fixed asset with a value of more than $250,000 or buy or commit to buy any fixed asset with a value of more than $250,000; (f) create any Encumbrance over any of its assets; (g) incur any indebtedness or liability in the nature of borrowings other than in the ordinary course of business; (h) distribute or return any capital to its members; (i) pay any dividend to its members or pay any management fee or similar amount; (j) issue any shares, options or securities which are convertible into shares in the Company; and (k) alter its constitutioncertificate of incorporation or by laws, unless the Buyer first consents in writing, which must not be unreasonably withheld or delayed.

Carrying on Business. The Seller will procure that the Company uses all reasonable endeavours to ensure that between the date of this agreement and Completion, subject to clauses 5.2 and 5.3, the Business is conducted in the ordinary course of business and that the Company does not: (a) enter into any material contract or arrangement outside the ordinary course of trading or otherwise than on arm's length terms; (b) acquire or dispose of any assets other than on arm's length terms in the ordinary course of business; (c) make any material change to its policy and practice as to payment of creditors and collection of trade receivables; (d) engage any new employee to fill a new role with an annual remuneration package in excess of $120,000 or, except in the ordinary course of the Business, terminates the employment of any of its employees or changes in any material respect the terms of employment (including remuneration); (e) sell or agree to sell any fixed asset with a value of more than $250,000 or buy or commit to buy any fixed asset with a value of more than $250,000; (f) create any Encumbrance over any of its assets; (g) incur any indebtedness or liability in the nature of borrowings other than in the ordinary course of business; (h) distribute or return any capital to its members; (i) pay any dividend to its members or pay any management fee or similar amount; (j) issue any shares, options or securities which are convertible into shares in the CompanyCompany Group; and (k) alter its constitution, unless the Buyer first consents in writing, which must not be unreasonably withheld or delayed.