Conduct Business in Ordinary Course. Except as otherwise contemplated or permitted by this Agreement, the BC Agreement, the Rxx Agreement or the Migration Agreement or set forth in the Disclosure Letter, MDS shall and shall cause the other Sellers to:
(a) use commercially reasonable efforts to:
(i) preserve and protect the Diagnostics Business and its income and the goodwill and reputation of the Diagnostics Business;
(ii) retain or cause to be retained the Employees necessary for the operation of the Diagnostics Business in the manner it is currently being operated;
(iii) maintain its and the Operators’ material business relationships with its and the Operators’ respective customers, suppliers, landlords and governments, and promote and preserve for Buyer such relationships;
(iv) ensure that any material Contracts entered into or amended by the Sellers or the Operators with respect to the Diagnostics Business shall include provisions permitting the assignment of such Contracts to the Buyer or a Designated Buyer Affiliate and a change of control of the Diagnostics Business as a result of the transactions contemplated hereunder, as applicable, without having to obtain the consent of any other party to such Contracts, the payment of any fee, penalty or liquidated damages or any other limitation or restriction;
(b) carry on the Diagnostics Business with reasonable diligence and in the ordinary course and not make any material modification in its accounting or management practices;
(c) confer with Buyer concerning operational matters of a material nature relating to the Diagnostics Business;
(d) promptly inform Buyer in writing of (i) any material change in the Purchased Assets, the Replacement Contracts, the Migrating Assets, Assumed Liabilities, business, affairs, operations, financial condition, or capital of the Diagnostics Business, and (ii) any fact, change, condition, circumstance or occurrence of any event that MDS believes will, or is reasonably likely to, result in a failure to satisfy the conditions in favour of Buyer hereunder to be complied with or satisfied by Sellers; provided, however, that the delivery of any such notice pursuant to this paragraph shall not limit or otherwise affect the remedies available hereunder to Buyer;
(e) not, directly or indirectly, through any officer, director, Employee, representative (including, without limitation and for greater certainty, any investment banker, financial advisor, lawyer or accountant) or agent of the Sellers, a Seller or other Affil...
Conduct Business in Ordinary Course. Except as otherwise contemplated or permitted by this Agreement, the Shareholders shall cause Xxx Xxxxx during the period from the date of this Agreement to the Closing Time, to conduct the Business in the ordinary and usual course thereto and not, without the prior written consent of JML, to enter into any transaction or do any thing which, if effected before the date of this Agreement, would constitute or would cause a material breach of the covenants, representations and warranties contained herein. On Closing, Xxx Xxxxx shall provide JML with updated financial statements, which can be management prepared, which shall comprehensively reflect all material changes and the financial position of Xxx Xxxxx from December 31, 2002 up to the date of this Agreement.
Conduct Business in Ordinary Course. Except as otherwise contemplated or ------------------------------------ permitted by this Agreement, Issuer and the Subsidiaries shall conduct the Business in the ordinary course and shall not, without the prior written consent of AOL, enter into any transaction outside the ordinary course of business which, if entered into before the date hereof, could cause any representation or warranty of Issuer contained herein to be incorrect or constitute a breach of any covenant or agreement of Issuer contained herein.
Conduct Business in Ordinary Course. The business of SSLIC shall be conducted only in the ordinary course, and none of the properties or assets of it shall be sold or otherwise disposed of, mortgaged, pledged, or otherwise hypothecated, except in the ordinary course of business or as otherwise contemplated by this Agreement.
Conduct Business in Ordinary Course. Conduct the Company's business in the ordinary and normal course and not, without the prior written consent of the Purchaser, enter into any transaction which would constitute a breach of the representations, warranties or agreements contained herein.
Conduct Business in Ordinary Course. WCC shall and shall cause each of its subsidiaries to (i) conduct its and their business only in the ordinary course, consistent with past practice and in compliance in all material respects with all applicable laws; and (ii) use commercially reasonable efforts to preserve intact their respective business organizations. WCC shall use its commercially reasonable efforts to, and will use its commercially reasonable efforts to cause its subsidiaries to, keep available, in all material respects, the services of the present officers, employees and consultants of WCC and its subsidiaries and to preserve the present relationships of WCC and its subsidiaries with their respective customers, suppliers and other persons with which WCC or its subsidiaries has significant business relations.
Conduct Business in Ordinary Course. Except as contemplated by this Investment Agreement or as reasonably required to carry out its obligations hereunder, HeadHunter, through the Closing Date, shall conduct its business only in the Ordinary Course of Business and, in addition, shall not: (i) issue any capital stock or any options, warrants or other rights to subscribe for or purchase any of its capital stock or any securities convertible into or exchangeable for its capital stock; (ii) declare, set aside or pay any dividend or distribution with respect to its capital stock to its Shareholder other than distributions made to permit the Shareholder to pay estimated taxes with respect to the taxable income of HeadHunter; (iii) directly or indirectly redeem, purchase or otherwise acquire any of its capital stock; (iv) effect a split, reclassification or other change in or of any of its capital stock; (v) amend its certificate or articles of incorporation or its bylaws (except for such changes and amendments in the certificate or articles of incorporation of HeadHunter as may be required by or pursuant to this Investment Agreement); (vi) grant any increase in the compensation payable or to become payable by HeadHunter to officers or employees of HeadHunter, or enter into any bonus, insurance, pension or other benefit plan, payment or arrangement for or with any of such officers or employees other than in the Ordinary Course of Business; (vii) borrow or agree to borrow any funds, or directly or indirectly guarantee or agree to guarantee the obligations of others; (viii) enter into any Agreement which may have a material effect on its business and operations; (ix) place, or allow to be placed, an Encumbrance on any of its Assets; (x) cancel any indebtedness owing to HeadHunter or any Claims which HeadHunter may possess, or waive any rights of substantial value; (xi) sell, assign or transfer any Intellectual Property; (xii) or otherwise dispose of any interest in any Asset (other than in the Ordinary Course of Business); (xiii) violate any Law; (xiv) commit any act or omit to do any act, or engage in any activity or transaction or incur any obligation (by conduct or otherwise), which (individually or in the aggregate) reasonably could be expected to have a material adverse effect on its business or Assets; or (xv) make any loan or advance to any stockholder, officer or director of HeadHunter or to any other person, firm or corporation.
Conduct Business in Ordinary Course. Borrower shall conduct its operations and business in the ordinary course of business and shall not accelerate the payment, or cause the acceleration of any payment, of any amount due to any vendor.
Conduct Business in Ordinary Course. The Company shall and shall cause each of the Significant Subsidiaries to except as set forth on SCHEDULE 5.01(A) conduct its and their business only in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Law. The Company shall use its best efforts to, and will use its best efforts to cause the Significant Subsidiaries to, keep available, in all material respects, the services of the present officers, employees and consultants of the Company and the Significant Subsidiaries and to preserve the present relationships of the Company and the Significant Subsidiaries with their respective customers, suppliers and other Persons with which the Company or any of the Significant Subsidiaries has significant business relations.
Conduct Business in Ordinary Course. The Vendor shall:
a) use commercially reasonable efforts to preserve and protect the Business and its income, the goodwill and the reputation of the Business, and retain at its service the employees necessary to the operation of the Business, and maintain good business relationships with its customers, suppliers and distributors, except in respect of the contracts, commitments and arrangements; b) carry on the Business with reasonable diligence and in the ordinary course, keep accurate Accounting Records and not make any modification in its usual sales, purchasing, accounting or management practices, except in respect of the contracts, commitments and arrangements hereof and, without limiting the generality of the foregoing, ensure that all accruals or reservations, taken or made, are consistent with prior years' practices; and