Conduct and Preservation of Business. (a) Except actions or inaction of Acquirer or its Affiliates pursuant to the TBA, or as expressly provided in this Agreement, during the period from the date hereof to the Closing, the Company shall not, and Transferor shall not permit the Company to, without the prior written consent of Acquirer:
(i) incur, guarantee or assume any indebtedness for borrowed money in respect of the Station, other than indebtedness to Acquirer, or in accordance with the Bridge Loan Agreement;
(ii) mortgage or pledge any of the assets of the Company to any person other than Acquirer, and other than in accordance with the Bridge Loan Agreement, or create or suffer to exist any Encumbrance thereupon, other than the Permitted Encumbrances and Encumbrances in favor of Acquirer, or in accordance with the Bridge Loan Agreement;
(iii) sell, lease, transfer or otherwise dispose of, directly or indirectly, any material part of the assets of the Company, other than in accordance with the Bridge Loan Agreement;
(iv) amend, modify or change any existing material lease, contract, FCC License or agreement relating to the Station;
(v) take any action which would or might make any of the representations or warranties of Transferor or the Company contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any of the conditions set forth in this Agreement not being satisfied;
(vi) issue or sell any of the capital stock of the Company, or grant or commit to grant any options, warrants or other rights to subscribe for, or purchase, or otherwise acquire, any shares of capital stock of the Company, or issue or commit to issue any securities convertible into or exchangeable for shares of capital stock of the Company;
(vii) change or amend the Articles of Incorporation or Bylaws of the Company;
(viii) allow any material contract of the Company to be terminated or to be modified prior to the full term of the contract; or
(ix) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section.
Conduct and Preservation of Business. Except as expressly provided in this Agreement, during the period from the date hereof to the Closing, the Company and the Subsidiaries (i) shall each conduct its operations according to its ordinary course of business consistent with past practice and in compliance with all Applicable Laws; (ii) shall each use its reasonable best efforts to preserve, maintain and protect its properties; and (iii) shall each use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees, and to maintain existing relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it.
Conduct and Preservation of Business. Except as expressly provided in this Agreement or as consented to by Buyer in accordance with SECTION 6.2, during the period from the date hereof to the Closing, Seller (i) shall conduct the Business only in the ordinary course consistent with past practice and in compliance with all Applicable Laws, (ii) shall use its Reasonable Best Efforts to preserve, maintain and protect the Assets and (iii) shall use its Reasonable Best Efforts to preserve intact the business organization of the Business, to keep available the services of the employees of the Business and to maintain existing relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with the Business.
Conduct and Preservation of Business. Except as contemplated by ------------------------------------ this Agreement, during the period from the date hereof to the Closing, Company shall (i) conduct its business only in the ordinary course consistent with past practice; (ii) shall use its reasonable best efforts to preserve, maintain, and protect its assets and Company's Business; (iii) shall use its reasonable best efforts to preserve intact the business organization of Company's Business, to keep available the services of the employees of its business, and to maintain existing relationships with licensors, licensees, suppliers, contractors, distributors, customers, and others having business relationships with its business; and (iv) comply with all Applicable Laws.
Conduct and Preservation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Seller shall (i) conduct the Business in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect the Assets and the Business, including, without limitation, to preserve its relationship with its employees, suppliers and customers and to preserve its goodwill; (iii) comply in all material respects with all laws, ordinances, rules, regulations and orders applicable to the Business or the Assets; (iv) not cause nor permit to occur any of the events or occurrences described in Section 6.5(f); (v) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; and (vi) not take any action or omit to take any action which act or omission would result in the inaccuracy of any of its representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission. Without limiting the foregoing, until the Closing Date or termination of this Agreement, Seller will not (a) change the compensation of any of its officers or, except in the ordinary course of business, its employees or consultants, or enter into any employment, severance or other agreement with any of its officers, employees or consultants; (b) enter into or engage in negotiations with, or solicit offers from, any other party, directly or indirectly, relating to a possible acquisition of Seller or the Business, whether by way of merger, reorganization, purchase of shares of capital stock, purchase of assets, management agreement, license or distribution agreement with respect to any of Seller's products or otherwise (each, an "Acquisition Transaction").
Conduct and Preservation of Business. Except as expressly provided in this Agreement, during the period from the date hereof to the Closing, Seller and Oxford (i) shall conduct the Business only in the ordinary course consistent with past practice and in compliance with all Applicable Laws; (ii) shall use their reasonable best efforts to preserve, maintain, and protect the Assets; and (iii) shall use their best efforts to preserve intact the business organization of the Business, to keep available the services of the employees of the Business, and to maintain existing relationships with licensors, licensees, suppliers, contractors, distributors, customers, and others having business relationships with the Business. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, Seller and Oxford shall not, without the prior written consent of Buyer:
(a) transfer or sell its equity interests in Seller or make any change in the ongoing operations of the Assets or the Business;
(b) mortgage or pledge any of the Assets or create or suffer to exist any Encumbrance thereupon;
(c) (i) enter into, adopt, or amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any employee of the Business; (ii) increase in any manner the compensation or fringe benefits of any employee of the Business; or (iii) pay to any employee of the Business any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof;
(d) sell, lease, transfer, or otherwise dispose of, directly or indirectly, any of the Assets;
(e) pay, discharge, or satisfy any claims, liabilities, or obligations relating to the Business (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction in the ordinary course of the Business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Financial Statements;
(f) enter into any lease, contract, agreement, commitment, arrangement, or transaction relating to the Business;
(g) amend, modify, or change any existi...
Conduct and Preservation of Business. Except as expressly provided in this Agreement or as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), between the Execution Date and the earlier of the Closing Date and the termination of this Agreement in accordance with Section 9.1, the Sellers will cause the Subject Entities to conduct their operations according to their ordinary course of business and in material compliance with all applicable Laws.
Conduct and Preservation of Business. Union Oil and the Company ------------------------------------ covenant and agree as follows:
(a) Except as expressly provided in this Agreement, during the period from the date hereof to the Closing Date, Union Oil shall (i) conduct the operations of the Business according to the ordinary course of business consistent with past practice and in compliance with all Applicable Laws, (ii) use its reasonable efforts to preserve, maintain and protect the Assets and (iii) use its reasonable efforts to preserve intact the Business and, with respect to the Business, to keep available the services of its employees and to maintain existing relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it.
(b) Except as otherwise expressly provided in this Agreement or as otherwise required by law, prior to the Closing Date, without the prior written consent of Titan, the Company shall not and shall not permit its subsidiaries, if any, to, and Union Oil shall not permit the Company or any subsidiary of the Company to, take any action other than as contemplated by this Agreement.
(c) Except as otherwise expressly provided in this Agreement, prior to the Closing Date, without the prior written consent of Titan, Union Oil shall not and shall not permit any of its other subsidiaries to:
(i) (A) create, incur, guarantee, or assume any indebtedness for borrowed money that will be assumed by the Company or (B) mortgage or pledge any of the Assets or create or suffer to exist any Encumbrance thereupon, other than the Permitted Encumbrances;
(ii) sell, lease, transfer, or otherwise dispose of, directly or indirectly, any of the Assets other than in the ordinary course of the Business consistent with past practice;
(iii) for any quarter beginning on or after January 1, 2000, make any capital expenditure or expenditures relating to the Assets which, individually, is in excess of $3,500,000 or, in the aggregate, are in excess of the greater of $37,000,000 or the total amount of cash flow relating to the Assets for the preceding quarter, except for expenditures approved by Titan;
(iv) make any Tax election material to the Company other than as contemplated by this Agreement;
(v) pay, discharge or satisfy any claims, liabilities or obligations relating to the Business (whether accrued, absolute, contingent, unliquidated or otherwise, and whether asserted or unasserted), other than the payment, discharge or sat...
Conduct and Preservation of Business. Except as expressly provided in this Agreement or as consented to in writing by Purchaser (the requirement of which will not violate or conflict with applicable Law), between the Execution Date and the earlier of the Closing Date and the termination of this Agreement in accordance with Section 9.1, Seller will cause the Acquired Company and the Acquired Subsidiaries to (i) conduct their operations according to their ordinary course of business and in material compliance with all applicable Laws and (ii) maintain and preserve intact the Business in all material respects with a view toward preserving the Business for Purchaser to and after the Closing Date; provided that, the Acquired Company, the Acquired Subsidiaries, Seller and Seller’s Affiliates shall not be required to (x) make any capital expenditures or (y) make any payment or assume any liability or obligation not otherwise required to be paid or assumed by the terms of an existing Company Contract or by applicable Law or offer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing Contract.
Conduct and Preservation of Business. Except as expressly provided in this Agreement, during the period from the date hereof to the Closing, the LLC (i), subject to the terms of the "TBA" (as defined in Section 10.4), shall operate and maintain the Station in accordance with sound engineering practices and in the Ordinary Course of Business and in compliance with all Applicable Laws (including without limitation the rules, regulations and practices of the Commission); and (ii) shall use its Reasonable Commercial Efforts to preserve, maintain and protect the Assets.
