Conduct of Business in Normal Course. Seller shall carry on its business and activities diligently and in substantially the same manner as it previously has been carried on, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that will vary materially from the methods used by Seller as of the date of this Agreement.
Conduct of Business in Normal Course. The Company will carry on its business and activities in substantially the same manner as they previously have been carried out and will not institute any unusual or novel methods of manufacture, purchase, sale, lease, management, accounting, or operation that vary materially from those methods used by the Company as of the date of this Agreement.
Conduct of Business in Normal Course. The Seller covenants and agrees, from and after the date of this Agreement and until the Closing Date or the earlier termination of this Agreement pursuant to Section 10.1, to, and to cause the Company to (a) preserve present relationships and good will with suppliers, customers, landlords and creditors of the Company, (b) operate the business of the Company in the Ordinary Course of Business, (c) maintain the Company’s books and records in accordance with good business practice, GAAP and the Accounting Principles, (d) maintain all Permits that are necessary and currently possessed in relation to the Company’s business, (e) not make any material changes in employee compensation or other employment terms or enter into any employment or collective bargaining agreements or terminate any employees without the Buyer’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that the Company may pay to each of the Members and their spouses, as the case may be, regularly scheduled payments of salary and benefits under any Employee Plan, (f) not issue or sell options, warrants to purchase or rights to subscribe to, or enter into any arrangement or Contract with respect to any of the Seller’s or the Company’s limited liability company membership interests or any of the Seller’s or the Company’s other equity interests or securities, or make any other changes in the capital structure of the Seller or the Company, (g) not make, declare, set aside or pay any dividend or other distribution of any nature, directly or indirectly, to the Seller or the Members on or in respect of any of the membership interests of the Company, (h) not permit either the Company or the Seller, directly or indirectly, to issue, redeem, retire, purchase or otherwise acquire any of its limited liability company membership interests, (i) not permit any of its assets to be subjected to any mortgage, pledge, lien, security, interest, encumbrance, restriction, or charge of any kind, except for those arising by operation of law and except for those subjected in the Ordinary Course of Business, and (j) not accelerate the collection of accounts receivable, delay the payment of accounts payable, accelerate the sale or delivery of inventory or delay the replenishment of inventory, in each case under this clause (j) outside of the Ordinary Course of Business, as measured by reference to the operations of the Company during the six-month period ended on June 30, 2013. Wit...
Conduct of Business in Normal Course. Except as set forth on Schedule 3.23 and for actions taken in connection with entering into this Agreement, since December 31, 2011 the business of the Minority Bank has been conducted only in the Ordinary Course of Business.
Conduct of Business in Normal Course. Except as set forth on Schedule 4.22 and for actions taken in connection with entering into this Agreement, since December 31, 2011 the businesses of First Community and the Wholly Owned Bank has been conducted only in the Ordinary Course of Business.
Conduct of Business in Normal Course. The Company shall carry on ------------------------------------ its business and activities diligently and in the ordinary course and shall not make 1or institute any unusual or novel methods of purchase, sale, lease, management, accounting, or operation that will vary materially from the methods used by the Company as of April 28, 2000. The Company shall maintain its business and activities in a normal and customary manner consistent with prior practice.
Conduct of Business in Normal Course. The Company shall carry on its business activities in substantially the same manner as heretofore conducted, and shall not make or institute any unusual or novel methods of service, sale, purchase, lease, management, accounting or operation that will vary materially from those methods used by the Company as of the date hereof, without in each instance obtaining the prior written consent of Commodore. Without limitation of the foregoing, the Company shall not make any payments in violation of Section 4.7(a) above.
Conduct of Business in Normal Course. The Company and its Subsidiaries shall carry on the business and their activities diligently and in the ordinary course and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or
Conduct of Business in Normal Course. Corporation will carry on their respective businesses and activities diligently and in substantially the same manner as they previously have been carried out and shall not make or institute any unusual or novel methods of manufacture, purchase, sale, lease, management, accounting, or operation that vary materially from those methods used by Corporation as of the date of this agreement.
Conduct of Business in Normal Course. The Sellers covenant and agree to (i) use reasonable best efforts to keep the Company’s present business organization intact, (ii) keep available the services of the present officers, employees and agents of the Company, (iii) preserve present relationships and good will with suppliers, customers, landlords, creditors, employees, agents and other Persons having business dealings with the Company, (iv) generally operate the business of the Company in the Ordinary Course of Business, (v) maintain the Company’s books and records in accordance with good business practice and GAAP, (vi) maintain all Permits necessary for the conduct of the Company’s business and (vii) use reasonable efforts to operate the Company in such a manner as to cause the representations and warranties relating to the Company set forth in this Agreement to be true and correct in all material respects as of the Closing. The Sellers covenant and agree that, except as otherwise expressly contemplated by this Agreement, required by applicable Law or as specifically consented to in writing by the Purchaser, the Sellers shall not undertake or permit any action that would (x) require disclosure under Schedule 5.8, (y) result in a breach of the representations and warranties contained in Section 5.8 or (z) likely result in a material adverse effect on the Company’s condition (financial or otherwise), business, assets, properties, liabilities, results of operations or prospects.
