Conduct of Business of Sellers Sample Clauses

Conduct of Business of Sellers. (a) Except (i) as required by, arising out of, relating to or resulting from the Bankruptcy Cases or otherwise applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required or contemplated by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall use their commercially reasonable efforts to (w) carry on their business in the Ordinary Course, (x) preserve the Business and the Acquired Assets (excluding sales of Inventory in the Ordinary Course), (y) replenish the Inventory at the Acquired Leased Real Property locations in the Ordinary Course and (z) preserve in all material respects their relationships with any customers, suppliers, vendors, payors, partners, Governmental Bodies, licensors and licensees and other Persons with which they have material business relations. (b) Except (i) as required by applicable Law, Order or a Governmental Body, (ii) as required, limited or prohibited by the Bankruptcy Court or the Bankruptcy Code or Sellers’ debtor-in-possession financing or use of cash collateral, as the case may be, (iii) as expressly required by this Agreement or the other Transaction Agreements, (iv) to the extent related to any Excluded Store, any Excluded Asset or any Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is validly terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), Sellers shall not: (i) (A) incur, assume or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or rights to acquire any debt securities of Sellers, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financia...

Conduct of Business of Sellers. During the period from the Execution Date and continuing until the earlier of the termination of this Agreement in accordance with Section 4.4 or the Closing, except (1) for any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code, (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement or (4) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall conduct the Business and operate and maintain the Purchased Assets in the Ordinary Course of Business.

Conduct of Business of Sellers. (a) During the period from the Execution Date and continuing until the earlier of the termination of this Agreement in accordance with Section 4.4 or the Closing, except (1) for any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code, (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement or as set forth on Schedule 9.1(a), or (4) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), each Seller shall: (i) conduct the Business and operate and maintain the Purchased Assets in the Ordinary Course of Business; (ii) use commercially reasonable efforts to (x) preserve the goodwill of and relationships with Governmental Bodies, customers, suppliers, vendors, lessors, licensors, licensees, contractors, distributors, agents, Employees and others having business dealings with the Business; and (y) comply with all applicable Laws and, to the extent consistent therewith, preserve their assets (tangible and intangible), including the IT Assets. (b) During the period from the Execution Date and continuing until the earlier of the termination of this Agreement in accordance with Section 4.4 or the Closing, except (1) for any limitations on operations imposed by, or actions required by, the Bankruptcy Court or the Bankruptcy Code, (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement or as set forth on Schedule 9.1(a), or (4) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld or conditioned and, in the event that Sellers request Purchaser’s consent in writing and Purchaser does not provide a written response within two (2) days after such request, Purchaser shall be deemed to have provided its prior written consent to such request), each of the Sellers shall not: (i) mortgage, pledge or subject to any Encumbrance (other than a Permitted Encumbrance) the Business or any of the Purchased Assets; (ii) sell, assign, license, transfer, convey, lease, surrender, relinquish or otherwise dispose of any of the Purchased Assets except to the extent permitted by the DIP Loan Documents or this Agreement; (iii) cancel or compromise any debt or material claim or waive or release any material right of any Seller that constitutes a Purchased Asset or otherwise relates to the Business; (iv) (A) enter into any new Contract or renew any existing Contract requiring payments by Se...

Conduct of Business of Sellers. During the Pre-Closing Period, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, to: (A) maintain the Purchased Assets (normal wear and tear excepted), (B) pay all of their post-petition obligations in the Ordinary Course of Business, and (C) continue to use or maintain the Purchased Assets in all material respects in compliance with all applicable Laws. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Purchaser, take any of the following actions with respect to the Purchased Assets: (a) except as set forth in Schedule 8.1(a), remove or permit to be removed from any building, facility, real property or any asset other than Excluded Assets; (b) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any asset; (c) fail to use commercially reasonable efforts to maintain all insurance policies, utility services agreements or Permits of Sellers, listed on any schedules hereto; (d) file any Tax Return (other than consistent with past practice and applicable Law) or make, change or rescind any Tax election or file any amended Tax Return or change their fiscal year or financial or Tax accounting methods, policies or practices or settle any Tax Liability, except in each case as would not reasonably be expected to result in any Liability to, or have any adverse effect on, the Purchaser or the Purchased Assets; (e) agree, whether in writing or otherwise, to do any of the foregoing.

Conduct of Business of Sellers. Except as otherwise contemplated by the terms of this Agreement, from the date hereof until the Closing, Sellers will (a) except as disclosed on Schedule 6.8, conduct the Credit Card Business only in the ordinary course and with substantially the same practices, policies and procedures as heretofore utilized including Sellers' continuing to charge off Account Receivables, NBGL Receivables and Securitization Receivables in accordance with the Charge-Off Practices and, with respect to any Securitization Receivables, the terms of the Securitization Contracts; (b) conduct the Credit Card Business in accordance with all material Requirements of Law; and (c) perform in all material respects all of its obligations under the Securitization Contracts.

Conduct of Business of Sellers. Sellers represent and covenant with respect to the Array Assets and the Business that during the period from June 11, 1998 to the Closing (except as Buyer otherwise has consented or may consent in writing): 4.1.1. The Business has and will be conducted only in the usual and ordinary course. 4.1.2. Neither of the Sellers has or will sell, dispose, transfer, assign, lease, encumber or otherwise remove any of the Array Assets other than Inventory sold in the ordinary course of business and at regular prices. 4.1.3. Sellers have and will timely pay and discharge all bills and monetary obligations and timely and properly perform all of their respective obligations and commitments under all existing contracts and agreements pertaining to the Array Assets, except as to amounts or obligations that either Seller contests in good faith, by appropriate proceedings and against which such Seller has established adequate reserves. 4.1.4. Sellers have and shall use all reasonable commercial efforts to preserve their respective business organizations, the Array Assets and the Business and to keep available to Buyer the services of Sellers' present employees, and not to impair relationships with suppliers, customers and others having business relations with Sellers or the Array Assets or the Business. 4.1.5. Sellers have not and will not amend, cancel or assign any Array Contract. 4.1.6. Sellers have not and will not enter into any contract or series of related contracts involving more than Canadian $150,000.00. 4.1.7. Sellers have not and will not make any commitments for capital expenditures. 4.1.8. Except as set forth in Schedule hereto, Sellers have not and will not increase in any manner, directly or indirectly, the compensation of any employee or former employee of either of the Sellers who is an Affiliate of either of them and who will provide product support services to Buyer under the ASA Agreement..

Conduct of Business of Sellers. From the Agreement Date until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to the Bankruptcy Code or an order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business, subject to the constraints associated with Sellers’ financial distress. From the Agreement Date until the Closing, Sellers shall make no sale of Purchased Assets other than in the Ordinary Course of Business, absent Purchaser’s prior written consent, in Purchaser’s sole and absolute discretion. Without limiting the generality of the foregoing, Sellers agree that, from the Agreement Date until the Closing, Sellers shall not do any of the following without Purchaser’s prior written consent: (a) sell any Inventory or other Purchased Assets (normally sold to customers in the Ordinary Course of Business) at a discount greater than 12%; (b) accelerate or compromise customer payment terms or Accounts Receivable for discounts or otherwise; or (c) modify vendor payment or credit terms outside the Ordinary Course of Business.

Conduct of Business of Sellers. From the date of this Agreement through the Closing Date, Sellers shall conduct the Business only in the ordinary course consistent with past practices, including but not limited to using its best efforts to (i) preserve intact the business organization and good will of MCM, including its relationships with its suppliers, customers, lenders and others having business relationships with it, (ii) perform all obligations of the Business in accordance with their terms, (iii) maintain the Assets in good operating condition, (iv) keep available the services of the present lessors, lessees, licensors, licensees, suppliers, customers, employees and agents applicable to the Business, and (v) comply with all applicable laws, rules, regulations and orders in relation to the Business.

Conduct of Business of Sellers. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, Sellers agree, with respect to the operation of the Gauntlet Business (except to the extent that Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld), to carry on the Gauntlet Business in substantially the same manner as conducted immediately prior to the date of this Agreement, and continue to pay its debts and taxes when due, to pay or perform other obligations when due, and to use reasonable efforts to preserve intact the Acquired Business Assets that are being acquired pursuant to this Agreement and all material relationships with third parties with respect to the Gauntlet Business. NAI shall promptly notify Purchaser of any event or occurrence not in the ordinary course of business of the Gauntlet Business. Except as expressly contemplated by this Agreement, Sellers shall not, without the prior written consent of Purchaser: (a) enter into any commitment or transaction primarily related to the operation of the Gauntlet Business not in the ordinary course of business; (b) transfer to any third person or entity any rights to the Intellectual Property other than in the ordinary course of business; (c) enter into or amend any agreements pursuant to which any other party is granted marketing, distribution or similar rights of any type or scope with respect to any products of any Seller primarily related to, or which is reasonably likely to affect a material portion of, the operation of the Gauntlet Business other than in the ordinary course of business; (d) amend or otherwise modify in any material respect (or agree to do so), except in the ordinary course of business, or violate the terms of the Contracts; (e) commence any litigation primarily related to the operation of the Gauntlet Business other than in the ordinary course of business; (f) sell, lease, license or otherwise dispose of any of the Acquired Business Assets other than in the ordinary course of business; or (g) grant any security interest or encumbrance or Lien in any of the Acquired Business Assets.

Conduct of Business of Sellers. Except as otherwise ------------------------------ contemplated by the terms of this Agreement, from the date hereof until the Closing, Sellers will (a) conduct the Credit Card Business only in the ordinary course and with substantially the same practices, policies and procedures as heretofore utilized including Sellers' continuing to charge off Account Receivables and Securitization Receivables in accordance with the Charge-Off Practices, and to maintain its books, contracts, operations and records in accordance with sound business practices; (b) conduct the Credit Card Business only in accordance with all Requirements of Law; (c) not make any amendment or change, without the prior written consent of Buyers, to their accounting practices, policies and procedures relating to the Credit Card Business (including the Accounting Principles) or its credit and collection practices, polices and procedures including its practices, policies and procedures regarding underwriting, originating, billing, collecting or charging-off (including the Charge-Off Practices) amounts owed with respect to, Account Receivables, Securitization Receivables and Accounts from the present practices, policies and procedures in effect as of the date hereof, other than as may be required under applicable law; (d) not waive any of the terms of the Cardholder Agreements except as provided by Sellers' credit and collection practices, policies and procedures consistent with past practices and with prior notice to Buyers; (e) not permit any issuance of beneficial interests in the Securitization Trust;