Conduct of Business of the Seller. Prior to the Closing, the Seller agrees (except to the extent that the Purchaser shall otherwise consent in writing) as follows:
Conduct of Business of the Seller. (a) Unless the Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, the Seller shall, and shall cause its Subsidiaries (including for the avoidance of doubt, the Company after its formation) to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, and (ii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. 42
Conduct of Business of the Seller. During the period from the date of this Agreement to the Closing Date, except (x) as otherwise contemplated by this Agreement or the transactions contemplated hereby, (y) for those matters set forth in Section 4.1 of the Company Disclosure Schedule, or (z) consented to by the Buyer in writing, the Company shall, and Seller shall cause the Company to, conduct the business of the Company as follows:
Conduct of Business of the 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, the Seller agrees to operate the business of the Seller, except to the extent that Buyer shall otherwise consent in writing, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of the Seller when due, to pay or perform other obligations when due, and use its commercially reasonable efforts to preserve intact the Seller’s present business organizations, keep available the services of the Seller’s present officers and key employees and preserve the Seller’s relationships with content owners, online music stores and others having business dealings with it, all with the goal of preserving unimpaired the Seller’s goodwill and ongoing businesses at the Closing Date. The Seller shall promptly notify Buyer of any material event or occurrence not in the ordinary course of business of the Seller. Except as expressly contemplated by this Agreement, or for the purpose of acquiring digital rights to music content, the Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed):
Conduct of Business of the Seller. (a) Except as set forth on Section 5.1 of the Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, the Seller agrees (unless the Seller is required to take such action pursuant to this Agreement or the Buyer shall give its prior consent in writing) to carry on its business in the usual, regular and ordinary course consistent with past practice, to maintain in all material respects the Purchased Assets in their present order and condition (normal wear and tear excepted) and to deliver the Purchased Assets in such condition and to use all commercially reasonable efforts to preserve its relationships with customers, carriers, suppliers, vendors, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving its goodwill and ongoing businesses at the Closing Date. In addition, the Seller shall, prior to the Closing, cooperate in good faith with the Buyer to facilitate the transition of the Seller’s customers, carriers, suppliers, vendors and distributors, including obtaining assignments, consents, and assurances from such third parties with respect to the Asset Sale. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as set forth in the Disclosure Schedule or as required or expressly permitted by this Agreement or with the prior written consent of the Buyer, the Seller shall not do, cause or permit any of the following:
Conduct of Business of the Seller. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, the Seller will conduct the Business according to the ordinary and usual course of the Business, and use its best efforts to preserve the Business’ current relationships with customers, employees, suppliers and other persons with which it has business relations. Without limiting the generality of the foregoing, and, except as otherwise expressly provided in this Agreement, prior to the Closing Date, without the prior written consent of the Purchaser, the Seller will not:
Conduct of Business of the Seller. Except as contemplated by this Agreement or disclosed in the Disclosure Schedule, during the period from the date of this Agreement to the Closing Date, the Seller will conduct its operations according to its ordinary and usual course of business and consistent with past practice. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or disclosed in the Disclosure Schedule, the Seller will not, prior to the Closing Date, without the prior written consent of Purchaser (a) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into an agreement in principle or an agreement with respect to, any merger, consolidation or business combination (other than the sale hereby), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any material change in its capitalization, or any entry into a material contract or any release or relinquishment of any material contract rights, not in the ordinary course of business; (b) propose or adopt any amendments to its charter or by-laws; (c) enter into, assign or terminate, or amend in any material respect, any Contract other than in the ordinary course of business; (d) acquire, dispose of, encumber or relinquish any material asset; (e) waive, compromise or settle any right or claim that would adversely affect the ownership, operation or value of any Asset; (f) make any capital expenditures other than pursuant to existing capital expenditure programs that are disclosed in the Disclosure Schedule; (g) allow or permit the expiration, termination or cancellation at any time prior to the Closing Date of any insurance policies or coverages or surety bonds currently maintained by or on behalf of the Seller unless replaced with a policy, coverage or bond having substantially the same coverage and similar terms and conditions; (h) increase, directly or indirectly, the salary or other compensation of any officer or member of management of Seller or enter into any employment agreement with any person or pay or enter into any agreement to pay any bonuses or other extraordinary compensation to any officer of the Seller to any member of management or other employees, or institute any general increase in rates of compensation for its employees, or increase, directly or indirectly, any provisions or other benefits of any of such persons; or (i) waive, settle or compromise a...
Conduct of Business of the Seller. The Seller and the Shareholders covenant that after the date hereof and prior to the Closing Date, the Seller shall conduct the Business according to the normal course of business and in accordance with past practice to preserve its business organization, keep available the services of its officers and employees, maintain satisfactory relationships with licensors, suppliers, dealers, customers and all others having business relationships with it and continue to service and maintain all of its respective assets in a manner consistent with past practice. All risk of loss arising out of fire and casualty and all liability to third parties arising out of the operations of the Business prior to the Closing Date shall be that of the Seller, and the Purchaser shall have no obligation or liability in connection therewith unless the Closing shall occur.
Conduct of Business of the Seller. Except as otherwise provided by the terms of this Agreement or as set forth in Section 4.7 or this Section 4.14 or on Schedule 4.7 or Schedule 4.14, from and after the date of the letter of intent between S2 Golf Inc. and APGC (the "LOI"), the Seller has carried on the business of its NLG division in the ordinary course and used its reasonable efforts to preserve intact its current business organizations and preserve its relationships, consistent with past practice, with desirable customers and others having business dealings with it.
Conduct of Business of the Seller. On and after the date hereof and to and including the Closing Date, except as otherwise required in this Agreement or any Ancillary Agreement, the Seller will: (i) operate its Replacement Vehicle Business and utilize the Assets only in the usual, regular and ordinary manner and will use its reasonable efforts to preserve its present business organization intact, keep available the services of its present managers and employees and preserve its present relationships with third parties having business dealings with it, (ii) confer with the Purchaser's designated representatives to keep the Purchaser informed with respect to operational matters of a material nature and report the general status of ongoing operations of the Replacement Vehicle Business; (iii) maintain the Assets and all properties relating to the Replacement Vehicle Business in good repair, order and condition, reasonable wear and tear excepted, and will maintain insurance upon all of such Assets and properties relating to the Replacement Vehicle Business and with respect to the conduct of its Replacement Vehicle Business in amounts and kinds comparable to that in effect on the date hereof; (iv) not grant any increase in the salary or other compensation of any of the Specified Employees or any employee to perform duties under the Interim Services Agreement other than (A) in the ordinary course of business consistent with past practice as to the amount and nature thereof or (B) as previously consented to by the Purchaser; (v) not make or amend any bonus, pension, retirement or insurance plan, payment or arrangement to or with any such employees except in the ordinary course of business consistent with past practice; (vi) not permit any of the Rental Vehicles or Assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted Liens); (vii) not sell or dispose of (without the prior consent of the Purchaser and except in the ordinary course of business) any Support Vehicle or any Rental Vehicle eligible to be leased under the Vehicle Lease Agreement; (viii) not make any capital expenditure or commitment therefor relating to the Replacement Vehicle Business except in the ordinary course of business consistent with past practice; (ix) not cancel or waive any substantial claims or rights relating to the Replacement Vehicle Business or the Assets (including any right of coverage under its existing insurance policies, includin...
