We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Conduct of Business of Seller Sample Clauses

Conduct of Business of Seller. During the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the Closing, subject to the limitations set forth herein, upon their execution and delivery of the Joinder, Seller shall, and Seller Parent shall cause Seller to, in each case except to the extent that Purchaser shall otherwise consent in writing, which consent may not be unreasonably withheld, conditioned or delayed, carry on the Business in the Ordinary Course of Business in all material respects, maintain the Property in a state of repair consistent with the Ordinary Course of Business in all material respects, comply with all applicable Legal Requirements and Seller Permits in all material respects, and pay its Liabilities and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities or Taxes) and use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, employees, suppliers, distributors, and others having business dealings with it in all material respects. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as disclosed in Schedule 7.1 hereof, during the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the Closing, without the written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller agrees that it shall not, and Seller Parent agrees that it shall cause Seller not to: (i) sell, pledge, lease, license, dispose of, abandon, grant, encumber or otherwise authorize or permit the sale, pledge, disposition, grant or Encumbrance (other than Permitted Encumbrances) of all or any portion of, or any direct or indirect interest in, the Property, except in the Ordinary Course of Business and except as set forth on Schedule 7.1; (ii) cause or permit the Property to be subjected to, or permit to exist on the Property, any Lien or Encumbrance, other than Permitted Encumbrances; (iii) fail to maintain the existing insurance coverage of all types relating to the Property (provided, however, in the event that any such coverage shall be terminated or lapse, Seller may procure substitute insurance policies in the Ordinary Course of Business); (iv) fail to make capit...
Conduct of Business of Seller. During the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the Closing, subject to the limitations set forth herein, Seller shall, and Seller Parent shall cause Seller to, in each case except to the extent that Purchaser shall otherwise consent in writing, which consent may not be unreasonably withheld, conditioned or delayed, carry on the Business in the Ordinary Course of Business in all material respects, maintain the Property in a state of repair consistent with the Ordinary Course of Business in all material respects, comply with all applicable Legal Requirements and Seller Permits in all material respects, and pay its Liabilities and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities or Taxes) and use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, employees, suppliers, distributors, and others having business dealings with it in all material respects. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as disclosed in Schedule 7.1 hereof, during the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the Closing, without the written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller agrees that it shall not, and Seller Parent agrees that it shall cause Seller not to: (i) sell, pledge, lease, license, dispose of, abandon, grant, encumber or otherwise authorize or permit the sale, pledge, disposition, grant or Encumbrance (other than Permitted Encumbrances) of all or any portion of, or any direct or indirect interest in, the Property, except in the Ordinary Course of Business and except as set forth on Schedule 7.1; (ii) cause or permit the Property to be subjected to, or permit to exist on the Property, any Lien or Encumbrance, other than Permitted Encumbrances; (iii) fail to maintain the existing insurance coverage of all types relating to the Property (provided, however, in the event that any such coverage shall be terminated or lapse, Seller may procure substitute insurance policies in the Ordinary Course of Business); (iv) fail to make capital expenditures at the Property required under any...
Conduct of Business of Seller. (a) Except as contemplated by this Agreement or with the prior written consent of Buyer, prior to the Closing, Seller shall conduct the operations of the Business only in the ordinary course of business consistent with past custom and practice, and Seller will use its reasonable best efforts to preserve intact the Business and the Assets, to keep available to the Business the services of the present officers and key employees of Seller, and to preserve the good will of customers, suppliers, and all other persons having business relationships with Seller relating to the Business through the Closing. (b) Except as otherwise contemplated by this Agreement, prior to the Closing, Seller shall not, without the prior written consent of Buyer, take any of the following acts with respect to the Business: (i) increase the compensation or fringe benefits payable or to become payable to employees or independent contractors of the Business working primarily at a store location (except for customary increases consistent with past custom and practice), or pay any benefit not required by any existing Employee Plan or Compensation Arrangement or grant any severance or termination pay to (except pursuant to existing Employee Plans or Compensation Arrangements), or enter into, review, terminate, amend, or waive any material provision of any employment or severance agreement with, any such employee or independent contractor of the Business or establish, adopt, enter into, or amend any collective bargaining agreement, employment agreement, termination agreement, personal services agreement, Employee Plan, or Compensation Arrangement; (ii) acquire, sell, lease, license, transfer, pledge, encumber, grant, or dispose of (whether by merger, consolidation, purchase, sale, or otherwise) any assets relating to the Business, including any Asset (other than the acquisition and sale of inventory or the disposition of used or excess equipment and the purchase of supplies and equipment, in each case in the ordinary course of Seller’s business consistent with past custom and practice); (iii) change any accounting policies or procedures, other than as required by GAAP; (iv) waive, release, assign, settle, or compromise any material rights, claims or litigation relating to the Business or any Asset; (v) take any action that would cause any representation or warranty set forth in Article 4 to be untrue if made following the taking of such action; (vi) enter into any Contract that would be an ...
Conduct of Business of Seller. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, Seller agrees (except to the extent that Buyer shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, maintain insurance against loss or damage to the Assets and such other insurance with respect to the Assets as heretofore been maintained, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact Seller's present business organizations, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Assets, including without limitation, Seller's goodwill and the Business at the Closing Date. Seller shall promptly notify Buyer of any event or occurrence or emergency not in the ordinary course of business of Seller, and any event which could have a Material Adverse Effect. Except as expressly contemplated by this Agreement, Seller shall not, without the prior written consent of Buyer (which shall be given, or reasonably withheld, in the cases of clauses (f), (g) and (h) below, within one business day after receipt of written request therefor): (a) Enter into any commitment or transaction not in the ordinary course of business; (b) Transfer to any person or entity any rights to Seller's Intellectual Property;
Conduct of Business of Seller. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date Seller agrees, except to the extent that Parent will otherwise consent in writing, to carry on Seller’s business in the ordinary course of business consistent with past practice. Without limiting the foregoing, Seller shall use commercially reasonable efforts to (i) preserve intact its current business organization, (ii) keep available the services of its current officers and employees, (iii) maintain its relations and good will with all suppliers, customers, landlords, creditors, employees and other Persons having business relationships with Seller and (iv) maintain, and make all necessary filings for the preservation of, all Seller IP.
Conduct of Business of SellerDuring the period between the Effective Date and continuing until the earlier of termination of this Agreement or the Closing, Seller and Seller’s Owners agree (except to the extent that Buyer shall otherwise consent in writing, which consent shall be made in Buyer’s sole and absolute discretion) to carry on its business in the usual, regular and ordinary course in substantially the same manner as it is currently being conducted and use all reasonable efforts consistent with past practices and policies to preserve in tact its present business organization. Without limiting the generality of the foregoing, without the prior written consent of Buyer (which consent shall be made in Buyer’s sole and absolute discretion), Seller shall not: (a) sell, pledge, lease, dispose of, grant, encumber or otherwise authorize the sale, pledge, disposition, grant or encumbrance of any Purchased Asset; (b) incur any further debt, accounts receivable, indebtedness, commitments, or other such liability; or (c) enter into a contract to do any of the foregoing, or authorize or announce an intention to do any of the foregoing.
Conduct of Business of SellerThe Seller's principal business is not the sale or rental of merchandise from stock. During the period from the date of this Agreement to the Closing Date, or the date, if any, on which this Agreement is earlier terminated, Seller shall conduct its Business only according to its ordinary and usual course and use its best efforts to preserve intact its business organization, keep available the services of its officers, employees, and consultants, and to maintain satisfactory relationships with licensors, suppliers, distributors, lessees, customers and others having business relationships with it. Except as may be approved in advance by Buyer, or as is otherwise permitted or required by this Agreement, Seller will refrain from making any pension, retirement or insurance payment or arrangement, from agreeing to pay any bonus to accrue after the Closing Date to or with any such persons except those that may have already been accrued, and from entering into any contract or commitment, or buy or sell inventory or equipment, except in the ordinary course of business. During the period from the date of this Agreement to the Closing Date, Buyer and Seller shall confer on a regular and frequent basis regarding material operational matters and to report the general status of ongoing operations. Seller shall notify Buyer of any unexpected emergency or other change in the normal course of its business or in the operation of its properties and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), adjudicatory proceedings, budget meetings or submissions involving any material property of Seller, and keep Buyer fully informed of such events and permit its representatives prompt access to all materials prepared in connection therewith.
Conduct of Business of Seller. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing Date, Seller agrees (except to the extent that Buyer shall otherwise consent in writing), to carry on the Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, including sales of products and services in a manner and on terms consistent with past practices, to pay or perform other obligations when due and use all reasonable efforts consistent with past practice and policies to preserve intact the Business, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Business at the Closing Date. Except as contemplated by this Agreement, Seller shall not, with respect to the Business, without the prior written consent of Buyer (which shall be given, or reasonably withheld, within one business day after receipt of written request therefore) (a) enter into any commitment or transaction not in the ordinary course of business, or (b) enter into any strategic alliance or joint marketing arrangement or agreement.
Conduct of Business of Seller. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, Seller agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by Seller), to carry on its business in the ordinary course consistent with Seller's past practice. Without limiting the foregoing, Seller further agrees to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key Employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having material business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Closing Date. Seller agrees to promptly notify Buyer of any event or occurrence not in the ordinary course of its business consistent with past practice, or which could reasonably be expected to have a Material Adverse Effect.
Conduct of Business of Seller. Except as required by any Order of the Bankruptcy Court (it being understood that Seller shall refrain from seeking any authorization from the Bankruptcy Court to take any actions outside the ordinary course of business consistent with past practice or otherwise in noncompliance with this Section 8.12, without the prior consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed), as required by applicable Law, or as otherwise consented to in writing by Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), during the period commencing on the date of this Agreement and continuing through the Closing or the earlier termination of this Agreement in accordance with its terms, Seller shall use its commercially reasonable efforts to: (i) operate the Business in the ordinary course of business, consistent with past practice, (ii) preserve in all material respects the Purchased Assets (excluding sales of Inventory in the ordinary course of business) and (iii) preserve its current relationships with the suppliers, vendors, customers, clients, contractors and others having business dealings with the Business; provided that each of clauses (i) through (iii) above shall take into account, in each case, the commencement of the Bankruptcy Case and the fact that the Business is operating while in bankruptcy.