Conduct of Business in Ordinary Course. INT'X.xxx will carry on its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable best efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers, consultants and employees and preserve its relationships with customers, suppliers and distributors and others having business dealings with it. INT'X.xxx will confer on a regular and frequent basis with representatives of Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of INT'X.xxx. The foregoing notwithstanding, INT'X.xxx will not:
(a) other than in the ordinary course of business consistent with prior practice, enter into any material commitment or transaction, including but not limited to any purchase of assets (other than raw materials, supplies or cash equivalents) for a purchase price in excess of $50,000;
(b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of INT'X.xxx;
(c) enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing rights, other than in the ordinary course of business consistent with prior practice, or is granted distribution rights of any type or scope with respect to any products of INT'X.xxx;
(d) other than in the ordinary course of business consistent with prior practice, enter into or terminate any contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or commitments, or amend or otherwise change in any material respect the terms thereof in a manner adverse to INT'X.xxx;
(e) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where INT'X.xxx in good faith determines that failure to commence suit would result in a material impairment of a valuable aspect of INT'X.xxx's business PROVIDED THAT INT'X.xxx consults with Parent prior to filing such suit, or (iii) for a breach of this Agreement or any agreement related hereto;
(f) modify in any material respect existing discounts or other terms and conditions with dealers, distributors and other resellers of INT'X.xxx's products or services in a manner adverse to INT'X.xxx;
(g) accelerate the vesting or otherwise modify any INT'X.xxx...
Conduct of Business in Ordinary Course. Since the Balance Sheet Date, except as described in the Disclosure Schedules, since the Balance Sheet Date each member of the Company Group has not:
(i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course;
(ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course;
(iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees;
(iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so;
(v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000;
(vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course;
(vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same;
(viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company;
(ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, man...
Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19, since the Interim Balance Sheet Date, the Merchant Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date the Seller has not:
(i) Sold, transferred or otherwise disposed of any of the Assets Sold except for Assets Sold which are obsolete and which individually or in the aggregate do not exceed $50,000,
(ii) Made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000, individually or in the aggregate;
(iii) Discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that individually or in the aggregate exceeded $10,000;
(iv) Increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection with the Merchant Business;
(v) Made any bonus or profit sharing distribution or similar payment of any kind to any Person in connection with the Merchant Business except in the Ordinary Course;
(vi) Removed, transferred or agreed to transfer any officer or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative Documents;
(vii) Written off as uncollectible any Accounts Receivable which individually or in the aggregate exceed $360,000;
(viii) Granted any increase in the rate of wages, salaries, bonuses or other remuneration of employees of the Merchant Business except in the Ordinary Course;
(ix) Suffered any loss in respect of the Merchant Business or any of the Assets Sold in excess of $50,000, whether or not covered by insurance;
(x) Suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services in connection with the Merchant Business;
(xi) Cancelled or waived any claims or rights in connection with the Merchant Business which, individually or in the aggregate, exceed $50,000;
(xii) Compromised or settled any material litigation, proceeding or other governmental action relating to the Assets Sold or the Merchant Busin...
Conduct of Business in Ordinary Course. Since the Balance Sheet Date and through the date hereof, Sellers have conducted their business and operations in the ordinary course and, except as disclosed in Schedule 3.18, have not:
(a) made any material increase in compensation payable or to become payable to any of its employees other than those in the normal and usual course of business or in connection with any change in an employee's responsibilities, or any bonus payment made or promised to any of its Employees, or any material change in personnel policies, employee benefits, or other compensation arrangements affecting its employees;
(b) made any sale, assignment, lease, or other transfer of assets other than in the normal and usual course of business with suitable replacements being obtained therefor;
(c) canceled any debts owed to or claims held by Sellers, except in the normal and usual course of business;
(d) made any changes in Sellers' accounting practices;
(e) suffered any material write-down of the value of any Assets or any material write-off as uncorrectable of any Accounts Receivable; or
(f) transferred or granted any right under, or entered into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, franchise, or similar right, or modified any existing right.
Conduct of Business in Ordinary Course. Except as disclosed in Section 3.1(i) of the Disclosure Letter or as such actions were taken in the Ordinary Course of the Business, since the Balance Sheet Date, no Purchased Company has:
(i) sold, transferred or otherwise disposed of any Assets used in the Business except for (A) Assets which are obsolete, or (B) Assets which individually or in the aggregate do not exceed $250,000;
(ii) either made any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for same in the capital expenditure budget presented to the Purchaser as of the date hereof or not made any material capital expenditure or commitment as and when contemplated in the budget presented to the Purchaser;
(iii) discharged any obligation or liability (whether accrued, absolute, contingent or otherwise), which individually or in the aggregate exceeded $250,000;
(iv) increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person, in excess of $250,000;
(v) awarded or made any bonus or profit sharing distribution or similar payment of any kind or declared or paid any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter;
(vi) removed or received a notice of resignation from any auditor or director or terminated any officer or Key Employee except for cause;
(vii) entered into any Contract with an Affiliate that is not on arms-length terms;
(viii) written off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000;
(ix) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of any Purchased Company, except as may be required by the terms of a Material Contract, an Employment Plan or an Employee Contract;
(x) increased the benefits to which employees of any Purchased Company are entitled under any Employee Plan other than non-material increases in connection with health and welfare plan contract renewals, or created any new Employee Plan or Employment Contract for any employee;
(xi) suffered any extraordinary loss, whether or not covered by insurance, exceeding, individually or in the aggregate, $500,000;
(xii) cancelled or waived any claim or right in respect of Accounts Receivable from...
Conduct of Business in Ordinary Course. Since August 1, 1996, Seller has conducted the business and operations of the Stations only in the ordinary course and have not:
(a) Suffered any material adverse change in the business, assets, or properties of any of the Stations, including any damage, destruction, or loss affecting any assets used or useful in the conduct of the business of any of the Stations;
(b) Made any material increase in compensation payable or to become payable to any of the employees of the Stations, or any bonus payment made or promised to any employee of the Stations, or any material change in personnel policies, employee benefits, or other compensation arrangements affecting the employees of the Stations;
(c) Made or permitted License Corp. to make any sale, assignment, lease, or other transfer of any of the Stations' properties other than in the normal and usual course of business with suitable replacements being obtained therefor;
(d) Canceled any debts owed to or claims held by the owner of any Station with respect to such Station, except in the normal and usual course of business;
(e) Suffered any material write-down of the value of any Assets; or
(f) Transferred or granted any right under, or entered into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, franchise, or similar right, or modified any existing right relating to any of the Stations.
Conduct of Business in Ordinary Course. Except for the transactions contemplated hereby, as set forth on Schedule 4.18 or as permitted by Section 7.1 after the date of this Agreement, since the Balance Sheet Date, (a) each Acquired Company has conducted its business and operations in the ordinary course of business consistent with past practices, and (b) there has not been any change that has had a Material Adverse Effect on an Acquired Company.
Conduct of Business in Ordinary Course. The Sellers shall carry on the Business in the usual, regular and ordinary course in substantially the same manner as conducted by the Sellers immediately prior to the Agreement Date and use commercially reasonable efforts to preserve intact their respective present business organizations, keep available the services of their respective present officers and employees and preserve their respective relationships with customers, suppliers and others having material business dealings with them to the end that their respective goodwill and ongoing businesses shall not be impaired in any material respect at the Closing Date. Without limiting the foregoing, except as consented to by the Buyer in writing or as specifically permitted by this Agreement:
(a) Each Seller shall not (i) amend an existing or enter into a new Employee Benefit Plan or amend or enter into a new collective bargaining agreement, (ii) make any representation or promise, oral or written, to any officer, employee or consultant of the Sellers concerning any compensation, bonus arrangement or Employee Benefit Plan, (iii) make any increase in the salary, wages or other compensation of any officer, employee or consultant of the Sellers exclusively involved in the operation of the Business (rather than the Sellers’ provision of Legal Services) whose annual salary is or, after giving effect to such change, would be $75,000 or more, (iv) hire or otherwise retain the services of any employee or independent contractor exclusively involved in the operation of the Business (rather than the Sellers’ provision of Legal Services) with annual compensation (whether fixed or contingent, and whether from salary, bonus, commission or otherwise) in excess of $75,000 in the aggregate, (v) create or permit to exist any Lien on any of the Purchased Assets, (vi) make any new commitments for capital expenditures in excess of $25,000, (vii) issue any equity securities, and (viii) acquire or incur any obligation in connection with the acquisition of any material asset; and
(b) Each Seller shall (i) use commercially reasonable efforts to cause all of the Purchased Assets to be maintained in good repair, order and condition (without making any material alterations thereto), ordinary wear and tear excepted, (ii) maintain and keep in full force all existing forms of insurance, (iii) cause its books and records to be maintained in the regular and ordinary manner on a basis consistent with past practices, (iv) perform and compl...
Conduct of Business in Ordinary Course. Without in any way limiting or otherwise altering the terms, promises, covenants and agreements contained herein, Borrower nor its subsidiaries shall not engage in any transaction other than in good faith in the ordinary course of business.
Conduct of Business in Ordinary Course. The Seller will conduct the Business diligently, in the ordinary course and in substantially the same manner as such business has previously been conducted, and will not make or institute any unusual or novel purchase, sale, lease, management, accounting policy or operation that will vary materially from those methods used by it during the 12-month period ending on the date of this Agreement. Without limiting the foregoing, from the date hereof until the Closing Date, as it relates to the Business and its operation, the Seller will (i) not increase any compensation payable to any Employees or consultants of the Business (except in the ordinary course of business); (ii) not enter into, amend or terminate any material contract, agreement, permit or lease without the prior written consent of the Purchaser; (iii) not enter into any commitment to borrow money, mortgage, pledge, or subject to lien, charge or encumbrance any of the Assets except in the ordinary course of business or as contemplated hereunder; (iv) not sell or transfer any of the assets or technology comprising the Business or cancel any claim applicable to the Business except in the ordinary course of conduct of the Business or as contemplated hereunder;
