Common use of Conduct of Business of Seller Clause in Contracts

Conduct of Business of Seller. Except for matters set forth in the Seller Disclosure Schedule or as otherwise permitted or contemplated by any provision of this Agreement or required by applicable Law or in connection with the Cash Dividend, the Distribution, the Retained Cash Amount and the Seller Liquidation, during the period from the date hereof to the Closing Date, Seller will, and will cause each of its Subsidiaries to, conduct its operations, and not take any action except in the ordinary course of business consistent with past practice and in accordance with applicable Law, use its reasonable best efforts to preserve its current business organizations, keep available the services of its current officers and employees, preserve its assets and properties in good repair and condition, maintain in full force and effect substantially the same levels of coverage of insurance with respect to its assets, operations and activities as are in effect on the date hereof, continue to make capital expenditures pertaining to its business in accordance with Seller's capital budget existing on the date hereof and delivered to Parent, maintain the Seller Permits in full force and effect and shall timely file and prosecute any necessary applications for renewal of the Seller Permits, collect its receivables and preserve its relationships with Governmental Authorities, customers, suppliers, licensors, licensees, distributors and others having material business dealings with it. Except for matters set forth in the Seller Disclosure Schedule or as otherwise permitted or contemplated by any provision of this Agreement or required by applicable Law and except for any actions in the ordinary course consistent with past practice or in connection with the Cash Dividend, the Distribution, the Retained Cash Amount and the Seller Liquidation, from the date hereof to the Closing Date, Seller will not, and will not permit any of its Subsidiaries to, without the prior written consent of Parent, which consent will not be unreasonably withheld or delayed:

Conduct of Business of Seller. Except for matters set forth in the Seller Disclosure Schedule or as otherwise permitted or contemplated by any provision of this Agreement or required by applicable Law or in connection with the Cash Dividend, the Distribution, the Retained Cash Amount and the Seller Liquidation, during the period from the date hereof to the Closing Date, Seller will, and will cause each of its Subsidiaries to, conduct its operations, and not take any action except in the ordinary course of business consistent with past practice and in accordance with applicable Law, use its reasonable best efforts to preserve its current business organizations, keep available the services of its current officers and employees, preserve its assets and properties in good repair and condition, maintain in full force and effect substantially the same levels of coverage of insurance with respect to its assets, operations and activities as are in effect on the date hereof, continue to make capital expenditures pertaining to its business in accordance with Seller's ’s capital budget existing on the date hereof and delivered to Parent, maintain the Seller Permits in full force and effect and shall timely file and prosecute any necessary applications for renewal of the Seller Permits, collect its receivables and preserve its relationships with Governmental Authorities, customers, suppliers, licensors, licensees, distributors and others having material business dealings with it. Except for matters set forth in the Seller Disclosure Schedule or as otherwise permitted or contemplated by any provision of this Agreement or required by applicable Law and except for any actions in the ordinary course consistent with past practice or in connection with the Cash Dividend, the Distribution, the Retained Cash Amount and the Seller Liquidation, from the date hereof to the Closing Date, Seller will not, and will not permit any of its Subsidiaries to, without the prior written consent of Parent, which consent will not be unreasonably withheld or delayed:

Conduct of Business of Seller. Except for matters set forth in 6.1.1 During the Seller Disclosure Schedule or as otherwise permitted or contemplated by any provision period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 8.1 hereof or the Closing, subject to the limitations set forth below, Seller shall, and with respect to the Purchased Assets only, Seller Parent shall and shall cause Seller Parent’s other subsidiaries to (in each case, except as otherwise contemplated by this Agreement, required by applicable Law, or to the extent that Buyer shall otherwise consent in writing, which consent may not be unreasonably withheld, delayed or conditioned), carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted in calendar years 2006 through 2009 (including keeping and maintaining amounts of supplies and inventory), to pay its debts and Taxes when due (subject to good faith disputes over such debts and Taxes), and, to the extent consistent with the operation of the Purchased Assets in the Ordinary Course of Business, use commercially reasonable efforts consistent with past practices and policies in effect during calendar years 2006 through 2009 to preserve intact its present business organization, keep available the services of its present key employees and preserve its relationships with customers, suppliers and distributors (including not referring customers to the Other Properties, provided that Seller and Seller Parent shall have the right to continue marketing and promoting the Property and the Other Properties together in the Ordinary Course of Business and providing existing services and benefits, including “Xxxxx One Card” benefits, to customers of the Property who visit the Other Properties. Without limiting the generality of the foregoing, except as contemplated by this Agreement, required by applicable Law or in connection with the Cash Dividend, the Distribution, the Retained Cash Amount and as disclosed on Section 6.1 of the Seller LiquidationDisclosure Letter, during the period from the date hereof to the Closing Date, Seller will, and will cause each of its Subsidiaries to, conduct its operations, and not take any action except in the ordinary course of business consistent with past practice and in accordance with applicable Law, use its reasonable best efforts to preserve its current business organizations, keep available the services of its current officers and employees, preserve its assets and properties in good repair and condition, maintain in full force and effect substantially the same levels of coverage of insurance with respect to its assets, operations and activities as are in effect on the date hereof, continue to make capital expenditures pertaining to its business in accordance with Seller's capital budget existing on the date hereof and delivered to Parent, maintain the Seller Permits in full force and effect and shall timely file and prosecute any necessary applications for renewal of the Seller Permits, collect its receivables and preserve its relationships with Governmental Authorities, customers, suppliers, licensors, licensees, distributors and others having material business dealings with it. Except for matters set forth in the Seller Disclosure Schedule or as otherwise permitted or contemplated by any provision of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 8.1 hereof or required by applicable Law and except for any actions in the ordinary course consistent with past practice or in connection with the Cash Dividend, the Distribution, the Retained Cash Amount and the Seller Liquidation, from the date hereof to the Closing Date, Seller will not, and will not permit any of its Subsidiaries toClosing, without the prior written consent of Parent, Buyer (which consent will shall not be unreasonably withheld withheld, delayed or delayedconditioned), Seller and Seller Parent agree, only as it relates to the Purchased Assets, that they shall not: