Conduct of Business Etc. (a) From the date hereof until and through the end of the Closing Date, except for entering into and performing under this Agreement and except for the matters referred to in Section 4.2 of the Seller's Disclosure Letter and the effect of the consummation of the transactions contemplated hereby or as otherwise consented to by the Purchaser in writing, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld, the Seller shall cause the Company (i) to conduct its business in the ordinary course in substantially the same manner in which it previously has been conducted and (ii) not to take, or omit from taking, any action that would, or that could reasonably be expected to, cause the business of the Common Operation not to be conducted in the ordinary course in substantially the same manner in which it previously has been conducted. The Seller shall not, and shall not permit the Company to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in Section 5 not being satisfied.
(b) Except as set forth in Section 4.2 of the Seller's Disclosure Letter or as otherwise expressly permitted or required by the terms of this Agreement, the Seller shall not permit the Company to do any of the following without the prior written consent of the Purchaser, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld:
(i) amend its Certificate of Incorporation or By-Laws;
(ii) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock;
(iii) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than as may arise from actions of the Operator in connection with the Common Operation;
(iv) permit, allow or suffer any of its assets to become subjected to any Lien, except for Permitted Liens;
(v) cancel any material indebtedness or waive any claims or rights of substantial value, except (A) in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operation;
(vi) make any change in any method...
Conduct of Business Etc. The Borrower will: (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises; (ii) comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities; (iii) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; (iv) maintain all of its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted; and (v) keep adequate records and books of account, in which complete and consistent entries will be made, except to the extent that the failure to comply with any of the foregoing would not, individually or in the aggregate, result in a Material Adverse Effect. Without the prior written consent of the Administrative Agent, the Borrower will not amend, supplement or otherwise modify, or give its consent to any amendment, supplement or other modification of, any Transaction Document (other than (i) any of the foregoing entered into in the ordinary course of business with respect to any Assignment Agreement or (ii) any of the foregoing entered into with respect to any Loan Document in accordance with Section 8.4 and any other applicable provisions of such Loan Document).
Conduct of Business Etc. From the date of this Agreement until the Closing (the "Interim Period"), except as permitted by this Agreement or as otherwise consented to by the Purchaser in writing, which consent shall not be unreasonably withheld, the Company shall, and IBF shall use its best efforts to cause the Company to:
(i) carry on the Company's Business only in the ordinary course, consistent with past practices and, to the extent consistent with the Company's Business, use reasonable efforts to preserve intact its present business organization and to preserve its relationships with customers, suppliers and others having business dealings with it;
(ii) maintain its books of account and records in its usual, regular and ordinary manner, consistent with its past practice; and
(iii) not declare or pay any dividends or make any other distributions (whether in cash, stock or property) in respect of its capital stock, nor make any payments (whether of interest or principal) with respect to the Seller Debt, nor repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock (except from former employees, directors or consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service).
Conduct of Business Etc. From the date of this Agreement and until the Closing ("Interim Period"), except as is otherwise approved by Purchaser in writing (which approval shall not be unreasonably withheld or delayed), Seller shall:
(a) except as permitted or contemplated by this Agreement, carry on the Distribution Business in the ordinary course consistent with past practice and, to the extent consistent with such business, use all reasonable efforts to preserve intact the present business organization and to preserve its relationship with customers, suppliers and others having business dealings with the Distribution Division;
(b) except as permitted or contemplated by this Agreement, cause APC to carry on the Transmission Business in the ordinary course consistent with past practice and, to the extent consistent with such business, use all reasonable efforts to preserve intact the present business organization and to preserve its relationships with customers, suppliers and others having business dealings with APC;
(c) maintain its corporate existence and, to the extent within the control of Seller, maintain all qualifications of Seller that are required for it to carry on the Distribution Business as set forth in clause (a) above; and cause APC to maintain its corporate existence and, to the extent within the control of Seller, cause APC to maintain all qualifications of APC that are required for it to carry on the Transmission Business as set forth in clause (b) above;
(d) not permit APC to amend its Articles of Incorporation or bylaws;
(e) except as permitted or contemplated by this Agreement and except for proposed transactions that are disclosed in Seller's Disclosure Schedule, not enter into or amend or permit APC to enter into or amend in any bonus, incentive compensation, deferred compensation, profit sharing, retirement, pension, group insurance, death benefit or other fringe benefit plan, trust agreement, or arrangement affecting any Employees, or any compensation, severance or consulting agreement with any such officer or employee other than in the ordinary course of business or otherwise consistent with past practice or as required by law or any presently existing collective bargaining agreement;
(f) not permit APC or the Distribution Division, other than in the ordinary course of business, to create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed except (i) pursuant to the First National Credit Agreement, (ii)...
Conduct of Business Etc. The Borrower shall (a) do or cause to be done all things necessary to preserve and to keep in full force and effect its existence and such franchises as are necessary for the continuance of its business as currently being conducted, (b) continue to engage substantially only in the business of a full service automobile dealership, and (c) comply with all Laws applicable to the Borrower, its business or any of its properties or assets (including, but not limited to, the Collateral).
Conduct of Business Etc. From and after the date of this Agreement to and including the Closing, Seller will carry on the Business in a reasonable and prudent manner consistent in all material respects with past practices, will notify Buyer of the occurrence of any event having a material impact upon the Business prospects or financial condition and, except as contemplated by this Agreement, without the prior written consent of Buyer, will not do any of the following:
(a) Purchase or otherwise acquire property or sell, lease or otherwise dispose of property.
(b) Enter into any material contracts, incur any material liabilities (other than in the ordinary course of business).
(c) Encumber or permit to be encumbered or dispose of any of the Acquired Assets.
(d) Make any distributions or pay any dividends on or relating to the Acquired Assets.
(e) Pay any bonuses to officers, agents, directors or consultants.
(f) Take any action inconsistent with preserving its existing Business and relations with employees, customers, clients, vendors, suppliers and others with whom it has business relationships, and with protecting the Acquired Assets.
(g) Enter into any material agreements or contracts affecting the Business or the Acquired Assets.
Conduct of Business Etc. The Borrower will: (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises; (ii) comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities; (iii) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; (iv) maintain all of its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted; and (v) keep adequate records and books of account, in which complete and consistent entries will be made, except to the extent that the failure to comply with any of the foregoing would not, individually or in the aggregate, result in a Material Adverse Effect.
Conduct of Business Etc. Between the Signing Date and Completion, the Vendors undertake to procure that the businesses of each of the Group Companies are carried on in the Ordinary Course in all material respects (unless the Purchaser otherwise agrees in writing).
Conduct of Business Etc. From the date hereof until the Second Closing, except for entering into and performing under this Agreement, the effect of the consummation of the transactions contemplated hereby, or as consented to by GEFA in writing, such consent not to be unreasonably withheld or delayed, PMH and PGH shall cause each of the PGH Subsidiaries to conduct the PGH Business in the ordinary course in substantially the same manner in which it previously has been conducted and not to take any action that would cause a breach of Section 3.9 or require any amendment or addition to Schedule 3.9.
Conduct of Business Etc. From the date hereof until the Closing, except for entering into and performing its obligations under this Agreement and subject to Applicable Law, the Seller shall cause the business of each Fund to be conducted in the ordinary course in substantially the same manner in which it previously has been conducted.
