Conduct of Business by Seller. From the data hereof until the Closing Date, Seller shall, except as expressly required or permitted by this Agreement and except as otherwise consented to in writing by Purchaser:
Conduct of Business by Seller. During the period from the date of this Agreement to the Closing Date, except (i) as set forth in Section 5.1 of the Seller’s Disclosure Letter, (ii) as contemplated in connection with the Pre-Closing Restructuring Transactions, (iii) as otherwise contemplated in connection with or expressly permitted by this Agreement, (iv) as Buyer shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), and (v) as required by Law or the terms of any Contract, Seller agrees that it will, and will cause each of the Transferred FH Companies and their Closing Subsidiaries and the FH Asset Sellers and FH Affiliates (in respect of the FH Business) to, (x) conduct the FH Business in all material respects in the ordinary course consistent with past practice, and (y) use commercially reasonable efforts to maintain and preserve the FH Business and its organization intact, retain its present officers and employees and maintain and preserve its relationships with its suppliers, vendors, customers, licensors, licensees, distributors, regulatory authorities and others having business relations with it (provided that Seller shall not be obligated to pay any compensation beyond compensation paid in the ordinary course of business to retain such individuals). During the period from the date of this Agreement to the Closing Date, except (i) as set forth in Section 5.1 of the Seller’s Disclosure Letter, (ii) as contemplated in connection with the Pre-Closing Restructuring Transactions, (iii) as contemplated by this Agreement, (iv) as Buyer shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) and (v) as required by Law or the terms of any Contract disclosed in the Seller’s Disclosure Letter or that is not required to be disclosed in the Seller’s Disclosure Letter, Seller covenants and agrees that it shall not, and it shall cause the Transferred FH Companies, any of their Closing Subsidiaries and the FH Asset Sellers and the FH Affiliates, in each case solely with respect to the FH Business, not to take any of the following actions:
Conduct of Business by Seller. From the date hereof until the Closing Date, Seller shall (and shall cause Maquiladora to), except as expressly required or permitted by this Agreement and except as otherwise consented to in writing by Purchaser:
Conduct of Business by Seller. (a) Subject to Sections 1.12, 3.1(d) and 3.1(e), during the period from the date of this Agreement to the Closing, Seller shall, and shall cause each of the Seller Subsidiaries to, (1) carry on its businesses to the extent relating to the Portfolio in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and consistent with past practice and (2) use commercially reasonable efforts to maintain the Hometown Portfolio Properties (and, after the Merger Transaction Consummation, the other Portfolio Properties), ordinary wear and tear excepted, and (3) use commercially reasonable efforts to preserve intact its current business organization, goodwill, assets, ongoing businesses, in each case, to the extent relating to the Portfolio. Seller will promptly notify Purchaser of any litigation pending or threatened having, to the knowledge of Seller, potential liability to Seller or any of the Seller Subsidiaries, to the extent relating to the Portfolio, in excess of $100,000 or any complaint, investigation or hearing, of which Seller has Knowledge, by a Governmental Entity involving Seller or any of the Seller Subsidiaries, to the extent relating to the Portfolio.
Conduct of Business by Seller. Pending Closing Seller covenants and agrees that, from and after the date of this Agreement and until the Closing, except as otherwise specifically consented to or approved by the Buyer in writing:
Conduct of Business by Seller. Except as required or permitted by this Agreement or as disclosed in Section 5.01 of the Seller Disclosure Schedule, during the period from the date of this Agreement until the Effective Time, Seller agrees as to itself and its Subsidiaries that (except to the extent that Buyer shall otherwise consent in writing) Seller and its Subsidiaries shall conduct their respective operations in the ordinary course of business consistent with past practice, and each of Seller and its Subsidiaries will use its reasonable efforts to preserve intact its present business organization, to keep available the services of its present officers and employees and to maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, neither Seller nor any of its Subsidiaries shall, without the prior written consent of Buyer (which consent will be given or denied within a reasonable time after any request for such consent):
Conduct of Business by Seller. (a) 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 its terms or the Closing Date, the Seller, the Company, and each of their respective subsidiaries shall, except to the extent that the other parties shall otherwise consent in writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business or operations.
Conduct of Business by Seller. From the date hereof until the Closing Date, except as Buyer may previously consent in writing, Seller shall:
Conduct of Business by Seller. Pending the Acquisition. Seller and the Stockholders covenant and agree that, from the date of this Agreement until the Closing Date, unless Group 1 shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement:
Conduct of Business by Seller. Without the prior written consent of Buyer, not to be unreasonably withheld, Seller and Shareholders, shall not:
