Conduct of Business between Signing and Closing. 9.1.1. Except as: (a) contemplated by this Agreement; (b) disclosed on Schedule 9.1.1 with respect to the Steering Business and in a business plan previously provided to Buyers with respect to the UAW Sites or the Company Business; (c) required by Final Order of the Bankruptcy Court (pursuant to a motion, application or other request made by or on behalf of a Person other than any Seller or any Affiliates of any Seller); or (d) required by or resulting from any changes of applicable Laws, from and after the date of this Agreement and until the Closing, Delphi will cause the Asset Sellers and the Sale Companies to reasonably conduct the operations of the GM Business and the Company Business, as applicable, in the Ordinary Course of Business and in a manner reasonably intended to preserve the value of the GM Sales Securities, Company Sales Securities, GM Acquired Assets and Company Acquired Assets, as the case may be, taking into account the current state of the auto industry and Delphi’s liquidity.
Conduct of Business between Signing and Closing. 7.1 From the date hereof until the earlier to occur of the termination of this Agreement or Closing, BKAP shall cause BK Shanghai, and until PRC Joint Ventures become wholly owned subsidiary of HK Development shall use commercially reasonable efforts to cause and thereafter shall cause the PRC Joint Ventures, except upon prior written instruction or authorisation from the Investor or as otherwise set forth herein, to operate the Existing Restaurants only in the ordinary course and to maintain the business relationships with suppliers, franchisees, customers and others having business relationships with the relevant PRC Subsidiary.
Conduct of Business between Signing and Closing. 6.1.1 Except as: (i) contemplated by this Agreement; (ii) disclosed on Schedule 6.1.1; (iii) required by, arising out of, or resulting from the Bankruptcy Cases or otherwise approved by the Bankruptcy Court; (iv) required by or resulting from any changes of applicable Laws; or (v) set forth in this Agreement, any Ancillary Agreements, or in connection with the transactions contemplated hereby, from and after the date of this Agreement and until the Closing Date, Delphi will cause the Sellers to conduct the operations of the Business in the Ordinary Course of Business, or, if applicable, in accordance with orders entered by the Bankruptcy Court, and use commercially reasonable efforts to maintain and preserve relations with customers, suppliers, employees and others having business relationships with the Business. Except: (x) as contemplated by this Agreement or as disclosed on Schedule 6.1.1; or (y) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise approved by the Bankruptcy Court, from and after the date of this Agreement and until the Closing Date, Delphi will cause the Sellers with respect to the Business to refrain from doing any of the following without the prior written consent of Buyer Parent (which consent will not be unreasonably withheld or delayed):
Conduct of Business between Signing and Closing. (a) In respect of the period between Signing and Closing, each Group Company will operate their business in the Ordinary Course of Business and in all material respects in accordance with all applicable Laws, and Sellers undertake to procure that, except with the prior written consent of Buyer, each Group Company:
Conduct of Business between Signing and Closing. 6.1.1 Except as: (i) contemplated by this Agreement; (ii) disclosed on Schedule 6.1.1; (iii) required by Final Order of the Bankruptcy Court (pursuant to a motion, application or other request made by or on behalf of a Person other than any Seller or any Affiliates of any Seller); or (iv) required by or resulting from any changes of applicable Laws, from and after the date of this Agreement and until the Closing, Delphi will cause the Asset Sellers and the Sale Companies to (a) conduct the operations of the Business in the Ordinary Course of Business, (b) use commercially reasonable efforts to preserve intact the Business, to keep available the services of its current employees and agents (provided Sellers shall not be obligated to institute a retention or similar program) and to maintain its relations and good will with its suppliers, customers, distributors and any others with whom or with which it has business relations, (c) maintain appropriate levels of Inventory and (d) not take any action inconsistent with this Agreement or with the consummation of the Closing. Except: (x) as contemplated by this Agreement or as disclosed on Schedule 6.1.1; or (y) as required by Final Order of the Bankruptcy Court (pursuant to a motion, application or other request made by or on behalf of a Person other than any Seller or any Affiliates of any Seller), from and after the date of this Agreement and until the Closing, Delphi will cause the Asset Sellers with respect to the Business and the Sale Companies to refrain from doing any of the following without the prior written consent of Buyer Parent (which consent will not be unreasonably withheld or delayed):
Conduct of Business between Signing and Closing. From the date of this Agreement until the Closing Date (the "Interim Period"), each Seller undertakes – with respect to those Group Entities in which such Seller holds a direct or indirect participation, to procure that (save with the prior written consent of the Purchasers):
Conduct of Business between Signing and Closing. Except, alternatively, (a) as provided herein or in the SID, (b) as Fairly Disclosed in Section 5.2 of the Disclosure Letter, (c) as required to comply with mandatorily applicable Laws or the terms of a Contract existing as of the date of this Agreement, (d) as contemplated in the most recent budgets of the Company provided to Buyer prior to the date of this Agreement, (e) with prior consent of Buyer (or, if applicable Laws do not so permit, prior consultation with Buyer), or (f) in connection with completing the Separation in accordance with the terms of this Agreement and the Separation Concept, Seller shall use reasonable best efforts to procure that, until Closing, the Business continues to be operated as a going concern, in the Ordinary Course subject to any deviations thereof in connection with the Separation. In particular, Seller shall not, and shall use reasonable best efforts to procure that the Current Group and the Target Group Companies shall not, subject to clauses (a) – (f) of the first sentence of this Section 5.2, from the date of this Agreement through the Closing Date, take any of the actions described in Section 7(b) of Annex 4.1 or: (i) agree to purchase or sell any securities of the Target Group Companies (including shares of capital stock, options, warrants or rights to purchase), including, in each case, by way of merger, (ii) borrow any amount or incur or become subject to any Debt except (A) current Liabilities reflected in the calculation of the Estimates, (B) borrowings under lines of credit existing as of the date of this Agreement or any new lines of credit terminable without penalty at or prior to Closing and (C) any Debt provided by Seller or its Subsidiaries, subject to Section 5.4.13, (iii) guarantee the indebtedness of any third party or release any material claim possessed by Seller, the Current Group or the Target Group Companies with respect to the Business, (iv) materially increase the salary, wages or other compensation rates of any officer, manager or director or consultant, (v) make or grant any material increase in any Employee Benefit Plan or Employee Benefit Arrangement, or amend or terminate any existing Employee Benefit Plan, or adopt any new Employee Benefit Plan, all other than as required by Law or an existing Contract, (vi) make any commitment to incur any Liability to any labor organization, (vii) authorize or make any non-budgeted capital expenditures or commitments in excess of CHF 2,000,000 individuall...
Conduct of Business between Signing and Closing. Subject to the other provisions of this Agreement, the Seller shall at all times from the date of this Agreement up to an including the Closing Date cause the Company to conduct its operations actively as a going concern in the ordinary course of business and consistent with past practice. In particular, Seller shall procure that the Company shall only with the prior consent of the Buyer (or, if applicable administrative or regulatory laws do not so permit, prior consultation of Buyer) do or agree to do the following from the date of this Agreement through the Closing Date:
Conduct of Business between Signing and Closing. 7.01 From the date of this Agreement and until the Closing Date, or until the prior termination of this Agreement, Vendor shall not, unless agreed to in writing by Purchaser:
Conduct of Business between Signing and Closing
