Conduct of Business by the Seller. Except as expressly permitted by this Agreement or Schedule 7.1 or as required by applicable Law, during the period commencing on the date hereof and ending on the Closing Date, unless the Purchaser otherwise consents, the Seller shall (and the Members will cause the Seller to) conduct the Business in the ordinary course, consistent with past practice and shall:
(a) use its commercially reasonable efforts to preserve intact the goodwill and business organization of the Seller, keep the officers and employees of the Seller available to the Purchaser and preserve the relationships and goodwill of the Seller with customers, distributors, suppliers, employees and other Persons having business relations with the Seller;
(b) maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction listed on Schedule 4.1(b);
(c) comply with all applicable Laws;
(d) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all equipment, fixtures and other tangible personal property located on the Real Property;
(e) not authorize for issuance or issue and deliver any additional membership interests or securities convertible into or exchangeable for membership interests, or issue or grant any right, option or other commitment for the issuance of membership interests;
(f) not amend or modify its articles of organization or operating agreement;
(g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any Member, officer or director or any Person with whom any such Member or manager has any direct or indirect relation, other than the payment of salaries in the ordinary course of business and consistent with past practice;
(h) not (i) create, incur or assume any indebtedness secured by the Assets, (ii) grant, create, incur or suffer to exist any Lien on the Assets that did not exist on the date hereof, (iii) write-down the value of any asset or investment (including any Asset) on the books or records of the Seller, except for depreciation and amortization in the ordinary course of business and consistent with past practice, (iv) cancel any debt or waive any claim or right, (v) make any commitment for any capital expenditure to be made on or following the date hereof, (vi) enter into any Contract which cannot be cancelled by the Seller on notice of not longer than thirty (30) days and without liability or penalty of any kind, (vii) e...
Conduct of Business by the Seller. Pending the Closing. The Seller hereby covenants, represents and warrants to the Purchaser that pending completion of the Closing unless otherwise agreed to in writing by the Purchaser:
(a) the Seller shall not engage in any sale, enter into any transaction, contract or commitment, incur liability or obligation or make any disbursement not in the ordinary course of the Business, including, without limitation, the payment, of any kind and in any amount, to the Seller's shareholders (or their affiliates), and the declaration and/or payment of any dividends, purchase, redemption or other distributions with respect to the Seller's capital stock;
(b) the Seller shall carry and continue in force through the Closing, all existing insurance coverages including without limitation to theft, liability and other insurance as set forth in Schedule 6.1(b). For any loss occurring between the date of this Agreement and the Closing Date, the parties rights and liabilities thereunder shall be determined as follows:
Conduct of Business by the Seller. Except as set forth in Schedule 6.2, between the date of this Agreement and the Closing Date, the Seller will cause its business to be operated only in the ordinary course and consistent with past practices. The Seller will use its best efforts to (i) preserve intact the present business organization, (ii) maintain in effect all material licenses, permits, and approvals of Governmental Authorities which are necessary for the conduct of its business and all Material Contracts, (iii) keep available the services of the present management and workforce, including, without limitation, independent contractors, and (iv) maintain good business relationships with suppliers, customers and distributors and others having business dealings with it. Without limiting the foregoing and except as otherwise contemplated by or permitted by this Agreement or except as set forth in Schedule 6.2, or as otherwise consented to or approved by the Company in writing, the Seller shall not:
(a) amend its Certificate of Incorporation or Bylaws or issue, sell, grant, pledge, purchase, redeem, or otherwise encumber, or split, combine or reclassify, or agree or commit to issue, sell, grant, pledge, purchase, redeem, or otherwise encumber, or split, combine or reclassify, any shares of its capital stock; or grant, issue, create, sell, pledge, purchase, redeem or otherwise encumber or agree to grant, issue, sell, pledge, purchase, redeem, or otherwise encumber any options, warrants or rights to purchase shares of its capital stock or securities of any kind convertible into or exchangeable for shares of its capital stock, or declare, set aside, make or pay any dividend or other distribution in respect of its capital stock;
(b) increase the compensation or rate of compensation payable or to become payable to any of its former employees, executive employees, directors, consultants or officers, nor make any increase in compensation or rate of compensation or benefits payable or to become payable to directors, employees, consultants or executive officers who are parties to separation or severance agreements with 37 the Seller, increase the compensation or rate of compensation or benefits payable or to become payable to directors, executive employees, consultants or executive officers who are parties to employment agreements with the Seller, nor enter into any separation, severance, or "change in control" agreements with any of its present or former employees, officers, consultants or directors,...
Conduct of Business by the Seller. During the Interim Period, the Seller shall procure that the Wirtgen Business is conducted substantially in its ordinary course of business and consistent with past practice. Any measure that is substantially in line with the investment plan financial year 2017 and the annual budget financial year 2017 as communicated to the Purchaser prior to the Signing Date as attached hereto as Annex 9.2.e-2 (it also being understood that usual periodic updates of the investment plan as well as customary changes to the investment plan might occur, e.g. the shifting of expenditures between projects and/or between time periods and/or higher/lower expenditures for certain projects) shall be considered to be in the ordinary course of business. For clarification: The Seller has made the Purchaser aware prior to the Signing Date that the order volume for financial year 2017 has substantially increased since the beginning of financial year 2017 and that, as a result, substantial deviations both from the investment plan 2017 and the annual budget 2017 might occur until the Closing Date. In particular, the Seller (in relation to the Wirtgen Business), the Companies and the Subsidiaries (subject to the aforementioned exceptions) shall not (other than as expressly contemplated by this Agreement):
a) issue any shares or similar ownership interests, including any silent participations or other profit entitlements, to any third party;
b) pass or propose the passing of any shareholder resolutions on any dissolution, spin-off, hive-down, merger, business combination or similar structural measure involving any of the Companies or Subsidiaries or otherwise affecting the corporate structure of the Wirtgen Business (this shall however not prohibit the dissolution/closing down/winding-up of small corporate branches and/or small Subsidiaries generating less than EUR 20,000,000 turnover per annum);
c) make any capital expenditure outside the investment plan (in any event, any deviations described in sub-paragraph 1, last sentence, of this § 14(8) shall however be permitted);
d) acquire or dispose of any fixed assets (outside the investment plan) outside the ordinary course of business and other than at arm’s length conditions (in any event, any deviations described in sub-paragraph 1, last sentence, of this § 14(8) shall however be permitted);
e) make or renew any loans or securities (including any existing or new Seller Securities) to, or take any such loans or securities from, any third pa...
Conduct of Business by the Seller. Except for (i) matters set forth in Section 5.01(a) of the Seller Disclosure Letter or otherwise permitted, contemplated or required by this Agreement or matters required by a Governmental Authority or by applicable Law or (ii) with the prior written consent of the Purchaser, from the date of this Agreement until the Closing, the Seller shall, and shall cause each Education Entity to, conduct the Business in the ordinary course of business in all material respects (including with respect to cash management customs and practices (including the collection of receivables, payment of payables, and pricing and credit practices)) and use commercially reasonable efforts to, and shall cause each Education Entity to use commercially reasonable efforts to, (1) preserve substantially intact the goodwill and current relationships of the Seller and the Education Entities with significant customers, significant suppliers, licensees and other Persons with which the Seller or the Education Entities have business relationships with respect to the Business and (2) preserve substantially intact their business organizations with respect to the Business.
Conduct of Business by the Seller. Except for matters --------------------------------- permitted or contemplated by this Agreement, from the date of this Agreement to the Closing Date, the Seller agrees to use commercially reasonable efforts to conduct the Pet Business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, to preserve intact the current business organization of the Pet Business, keep available the services of the current officers and employees employed in connection with the Pet Business and keep their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with the Pet Business to the end that its goodwill and ongoing business shall be in all material respects unimpaired at the Closing Date. In addition, and without limiting the generality of the foregoing, except for matters set forth in Schedule 5.01 or otherwise permitted ------------- or contemplated by this Agreement, from the date of this Agreement to the Closing Date, the Seller agrees that it shall not undertake any of the following actions without the prior written consent of the Buyer (unless such action is required by Applicable Law, in which case the Seller shall promptly notify the Buyer of such action).
(a) acquire any assets for use in connection with the Pet Business that are material, individually or in the aggregate, to the Pet Business, except purchases of Inventory or other assets in the ordinary course of business consistent with past practice;
(b) make any change in accounting methods, principles or practices (other than pursuant to a change in U.S. GAAP or a statement of any appropriate accounting authority) materially affecting the reported combined consolidated assets, liabilities or results of operations of the Pet Business (including the Purchased Assets);
(c) sell, lease, license, pledge or otherwise dispose of or subject to any material Lien or Encumbrance any Purchased Assets, except sales of Inventory and excess or obsolete assets in the ordinary course of business consistent with past practice, or enter into a legally binding commitment to do any of the foregoing;
(d) make any material change, revision, amendment or other modification to any Product labeling;
(e) except as set forth in Schedule 5.01(e), make any material change, --------------- revision or other modification to the formulation of any of the Products other than in the ordinary course of...
Conduct of Business by the Seller. For the period commencing on the date of the Original Agreement and ending on the Closing Date, the Seller shall, and shall cause its Affiliates to, except as expressly required by this Agreement and except as otherwise consented to in advance in writing by the Purchaser:
Conduct of Business by the Seller. From the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Section 14.1 and subject to this Section 9.1, the Seller shall carry on its operations in the ordinary course and in compliance with applicable laws and use their commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Business with those customers, suppliers and other persons with which the Seller has significant business relations.
Conduct of Business by the Seller. Pending the Closing Date The Seller hereby agrees that, prior to the Closing Date and except as otherwise consented to or approved by the Buyer in writing (which consent or approval shall not unreasonably be withheld), it will:
(a) use reasonable efforts to operate the Business only in the usual, ordinary manner and, to the extent consistent with such operation, (i) preserve its present business organization intact; (ii) keep available the service of its present officers and employees; (iii) preserve its present relationships with Persons having business dealings with it in connection with the Business; and (iv) maintain in confidence all of the confidential relationships, rights and affairs relating to the Business, except to the extent shared solely with the Buyer as herein provided;
(b) save as set forth in Schedule 5.2
Conduct of Business by the Seller. Except as contemplated by this Agreement or with the prior written consent of the Purchaser which shall not be unreasonably withheld, conditioned or delayed, the Seller shall: (i) conduct the Business in the ordinary course of business consistent with past practice (ii) maintain the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear, condemnation and casualty, (iii) maintain the books and records of the Business in accordance with past practice, and (iv) comply in all material respects, with all Laws applicable to the Business, and maintain in full force and effect, and comply in all material respects with, all of the Permits, as applicable. Notwithstanding the foregoing, prior to Closing, Seller may transfer the Excluded Assets to the Shareholders.
