Conduct of Business and Operations Sample Clauses

Conduct of Business and Operations. The Company shall keep the Buyer reasonably advised as to all material operations and proposed material operations relating to the Entities. The Company shall, and shall cause each of its Subsidiaries to, use its reasonable commercial efforts to (a) conduct its business in the ordinary course, (b) keep available the services of present employees, (c) maintain and operate its properties in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including, without limitation, insurance premiums) incurred in connection therewith in a timely manner, (e) keep all Contracts listed or required to be listed on Schedule 3.13(a) in full force and effect, (f) comply in all material respects with all applicable Legal Requirements, and (g) preserve the present relationships of such Entity with customers and other Persons having material business relations therewith. 5.3
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Conduct of Business and Operations. The Project Entity shall, except as the Bank otherwise agrees:
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Conduct of Business and Operations. To Channelview LP’s Knowledge, since December 31, 2006, Channelview LP has operated and maintained the Channelview Facility in accordance with Prudent Industry Practice, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
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Conduct of Business and Operations. The Company and the Buyer shall keep each other advised as to all material operations and proposed material operations relating to the Company or the Buyer, as applicable. Each of the Company and the Buyer shall, except as otherwise provided in this Agreement, (a) conduct its business in the ordinary course, (b) keep available the services of present employees, (c) maintain and operate its Properties in a good and workmanlike manner, (d) comply in all material respects with all applicable Legal Requirements.
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Conduct of Business and Operations. InterDent shall keep Purchaser advised as to all material operations and proposed material operations relating to DCA and the Dental Practices. InterDent shall cause DCA and the Sellers to (a) conduct their respective businesses in the ordinary course, including, without limitation the retention and management of cash (b) keep available the services of present employees, (c) maintain and operate the Properties in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use commercially reasonable efforts to keep all Transferred Contracts in full force and effect, (f) comply with all of the covenants contained in all such material Contracts, (g) maintain in force until the Closing Date insurance policies (subject to the provisions of Section 5.07) equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements. Except as otherwise contemplated in this Agreement, InterDent and its Affiliates will use their commercially reasonable efforts to preserve their present relationships with Persons having significant business relations therewith.
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Conduct of Business and Operations. During the Pre-Closing Period, the Company shall keep Parent reasonably advised as to all material operations and proposed material operations relating to the Company. During the Pre-Closing Period, the Company shall conduct its business in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted, and shall use its commercially reasonable efforts to preserve intact the business organizations and goodwill of the Company, keep available the services of the current officers, employees and consultants of the Company, maintain and operate its Properties in a good and workmanlike manner, pay or cause to be paid all costs and expenses incurred in connection therewith in a timely manner, keep all Material Contracts in full force and effect, comply with all of the covenants contained in all such Material Contracts and preserve the present relationships of the Company with customers, suppliers, distributors, licensors, licensees and others Persons with which the Company has significant business relations, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company at the Effective Time. Without limiting the generality of the foregoing, during the Pre-Closing Period, except as expressly contemplated by this Agreement and except as expressly set forth in Schedule 4.2 of the Disclosure Schedule, the Company shall not, directly or indirectly, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):
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Conduct of Business and Operations. The Seller shall keep Buyer advised as to all material operations and proposed material operations relating to the Business. The Seller shall (a) conduct the Business in the ordinary course, (b) use its reasonable commercial efforts to keep available the services of present employees of the Business and preserve the present relationships of the Seller with Persons having significant business relations therewith, (c) maintain and operate the Properties consistent with past practice, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use reasonable commercial efforts to keep all Contracts listed or required to be listed on Schedule 3.12 in full force and effect, (f) comply in all material respects with all of the covenants contained in all such material Contracts, (g) maintain in force until the Closing Date insurance policies equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements.
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Conduct of Business and Operations. Holding shall keep Parent reasonably informed as to all material decisions related to the operations of the Business and the Operating Companies. Except as otherwise contemplated by this Agreement or with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), Holding shall, and shall cause each of the Operating Companies to, use reasonable commercial efforts to operate in the Ordinary Course of Business, keep available the services of its present officers and employees, maintain its tangible assets in good repair and condition consistent with past practice, comply in all material respects with all applicable Legal Requirements, preserve its current business, organization, goodwill and its present relationships with customers, suppliers, independent contractors, lenders, regulators and other Persons having material business relations therewith and maintain capital expenditure levels consistent with past practice and such Entity’s budget. Except as otherwise contemplated by this Agreement or with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), Holding and the other Entities may not:
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Conduct of Business and Operations. Each of Roadrunner and GTS shall keep the other advised as to all material operations and proposed material operations relating to its business. Each of Roadrunner and GTS shall use all reasonable commercial efforts to (a) conduct its business in the ordinary course, (b) keep available the services of present employees, (c) maintain and operate its properties in a good and workmanlike manner, and (d) comply in all material respects with all applicable Legal Requirements.
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Related to Conduct of Business and Operations

  • Conduct of Businesses (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:

  • Conduct of Business by Parent (a) From and after the date hereof until the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (ii) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, Parent covenants and agrees that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business, and Parent shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and Parent Permits and preserve their relationships with customers and suppliers; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • Conduct of Business of Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

  • Conduct of Business The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

  • Conduct of Business of the Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

  • Interim Conduct of Business (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with the manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations.

  • Conduct of the Business Each of the Company and Parent covenants and agrees that:

  • Conduct of Business in Normal Course Seller shall carry on its business and activities diligently and in substantially the same manner as it previously has been carried on, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that will vary materially from the methods used by Seller as of the date of this Agreement.

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