Conduct of Business by the Seller. For the period commencing on the date hereof and ending on the first to occur of the Closing Date or the Termination Date, the Seller shall (and the Partner Parties will cause the Seller to), except as expressly required hereby, except in the ordinary course of business consistent with past practices or except as otherwise consented to in advance in writing by the Purchaser: 42
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:
Conduct of Business by the Seller. Except (i) as contemplated by this Agreement or the Transaction Documents, (ii) as provided in Section 7.1 of the Disclosure Schedule or (iii) as required by a Governmental Authority of competent jurisdiction or by applicable Law, the Seller covenants that it shall, and shall cause the Subsidiaries to, and each Owner covenants that it shall cause the Seller and the Subsidiaries to, absent the prior written consent of the Buyer to the contrary, which consent shall not be unreasonably withheld or delayed, from and after the date of this Agreement and until the Closing Date, except in the case of Solutia to the extent limitations are imposed on Solutia as a result of Solutia having filed a petition for relief under the Bankruptcy Code:
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:
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:
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).
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):
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. 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. Pending the Closing. The Seller covenants and agrees that, except (i) as contemplated by this Agreement, (ii) as disclosed in Schedule 5.3 of the Seller Disclosure Schedule, (iii) with the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, (iv) as required by the Bankruptcy Court or otherwise approved by the Bankruptcy Court or (v) to the extent required by the lenders in connection with the Financing, after the date hereof and prior to the Closing Date:
