Conduct of Business of the Partnership. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, subject to the limitations set forth below, each of the Partnership and Sellers agrees, and Sellers agree to cause the Partnership (except to the extent that Buyer shall otherwise consent in writing, which consent may not be unreasonably withheld) to carry on its business in the Ordinary Course of Business, to pay its debts and Taxes when due (subject to good faith disputes over such debts or Taxes), to pay or perform its other obligations when due, and, to the extent consistent with the operation of the Hotel/Casino, use all 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 employees, suppliers, licensors, licensees, contractors, customers, distributors, and others having business dealings with it. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as disclosed on Section 8.1 of the Partnership Disclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, without the written consent of Buyer (which consent shall not be unreasonably withheld), the Partnership and Sellers shall not:
Conduct of Business of the Partnership. Except as set forth in Section 6.1-A of the Seller Disclosure Schedule, during the period from the date of this Agreement to the Closing Date, Seller shall (i) use its commercially reasonable efforts to cause the Partnership to, and (ii) if applicable, vote all of its general partnership interests in the Partnership in a manner consistent with causing the Partnership to, operate the Business only in the ordinary course of business, consistent with past practice. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Section 6.1-B of the Seller Disclosure Schedule, prior to the Closing Date, without the prior written consent of Buyer (such consent not to be unreasonably withheld, delayed or conditioned), Seller shall (i) use its commercially reasonable efforts to cause the Partnership, and (ii) if applicable, vote all of its general partnership interests in the Partnership in a manner consistent with causing the Partnership, not to:
Conduct of Business of the Partnership. From and after the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms (the “Interim Period”), the Partnership shall (and shall cause each of its Subsidiaries and use its commercially reasonable efforts to cause the JV Entities to) conduct its businesses in the ordinary course of business in all material respects consistent with past practices, and, subject to the requirements of this Agreement, to use commercially reasonable efforts to preserve its business and all of its material assets and properties (real and personal), including remediating any damage in accordance with past practice, to keep available the services of its Partners, Principal Shareholders, Principals and employees, and to maintain in all material respects its current relations and goodwill with its clients, customers, suppliers, vendors and other Persons having material business relationships with the Partnership and its Subsidiaries or the JV Entities. Notwithstanding the foregoing, during the Interim Period, except as otherwise expressly contemplated by this Agreement (including with respect to the Pre-Closing Restructuring or the Debt Financing), as consented to by Parent in writing or as set forth in Schedule 5.1, the Partnership shall not and shall cause its Subsidiaries and use its commercially reasonable efforts to cause the JV Entities to not (i) take any other action (or fail to take any action) that would require disclosure on Sections 3.7(b) – (t) of the Disclosure Schedule (disregarding for such purposes any materiality qualifier set forth therein) if such action (or such failure to take any action) occurred after the Latest Balance Sheet Date and prior to the date hereof, (ii) make any payment of Undistributed Earnings except in the ordinary course of business consistent with past practice (including with respect to timing and amount), (iii) except in connection with the Pre-Closing Restructuring, transfer or distribute any of its assets, (iv) following the Pre-Closing Restructuring, permit MAG to transfer or distribute any assets or liabilities contributed to MAG in connection with the Pre-Closing Restructuring, (v) amend, restate or otherwise modify any of their respective Governing Documents (including the Partnership Agreement or the amended and restated limited liability company agreement of MAG), (vi) enter into, continue or participate in any negotiations, discussions or Contract with any Person relat...
Conduct of Business of the Partnership. Section 8.2
Conduct of Business of the Partnership. From the date hereof through the Closing Date, except as specifically provided for in this Agreement, (a) neither any Universal Party nor any Viacom Party shall take any action or omit to take any action that would cause the Partnership or Sci-Fi Europe to conduct its businesses other than in the ordinary course, consistent with past practices (including with respect to all matters as to programming, advertising, affiliate relations, inventory management, billing and collection) or other than consistent in all respects with the existing terms, conditions and limitations of the Partnership's and Sci-Fi Europe's constituent documents all of which will remain in effect until the Closing Date, and (b) the Universal Parties and the Viacom Parties shall use commercially reasonable efforts to cause each of the Partnership and Sci-Fi Europe to conduct its businesses in the ordinary course, consistent with past practices (including with respect to all of the foregoing matters) and consistent in all respects with the existing terms, conditions and limitations of the Partnership's and Sci-Fi Europe's constituent documents.
Conduct of Business of the Partnership. Except as expressly provided in this Agreement or except with the prior consent of Centex from the date of this Agreement to the Effective Time or the earlier termination of this Agreement, the Partnership shall, and shall cause each of its Subsidiaries to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted or proposed to be conducted and use all reasonable efforts to preserve intact its current business organization, and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, until the Effective Time or the earlier termination of this Agreement the Partnership will not, and will not permit any of its Subsidiaries to, without the prior consent of Centex:
Conduct of Business of the Partnership. Prior to the Effective Time, the Partnership shall operate its business in, and only in, the usual, regular and ordinary course of business in substantially the same manner as operated on the date of this Agreement. Each Limited Partner will assure that the Partnership complies with the requirements of this Section. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Partnership will not:
