Conduct of Business of the Seller. During the period from the date hereof to the Closing Date, except as (x) contemplated or permitted by this Agreement or (y) otherwise consented to by the Buyer, Trucking or the Buyer's Parent in writing (which consent shall not be unreasonably withheld with respect to capital expenditures designed to expand the Business), the Seller will, and the Shareholder will cause the Seller to:
(a) conduct the Business in the usual, regular and ordinary course, in substantially the same manner as conducted before the date of this Agreement;
(b) pay accounts payable in a manner consistent with past practice and pay other obligations when they become due and payable in the ordinary course of business (except for any accounts payable or other obligations disputed in good faith);
(c) perform in all material respects its obligations under the Contracts;
(d) maintain its books of account and records in a manner consistent with prior practice;
(e) comply in all respects with all Applicable Laws;
(f) not merge or consolidate with (or agree to merge or consolidate with), buy substantially all of the assets of, or otherwise acquire a business, corporation, partnership, association or other business organization or division;
(g) not incur any indebtedness for borrowed money or agree to cancel debts owing, except in the ordinary course of business consistent with prior practice;
(h) not incur any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practice;
(i) not discharge or satisfy any Lien other than those required to be discharged or satisfied, or pay any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 in the ordinary course of business consistent with prior practice;
(j) not sell, transfer, lease to others or otherwise dispose of any of its property or assets (except for inventory sold in the ordinary course of business);
(k) not assign, mortgage, pledge or otherwise subject to Lien, any property or assets, whether tangible or intangible;
(l) not forgive, cancel or compromise any material debt or claim, or waive or release any material right;
(m) not enter into, terminate, modify o...
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.
(b) Without limiting the generality of Section 5.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, during the Interim Period, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall cause its Subsidiaries to not:
(i) amend, waive or otherwise change, in any respect, the Organizational Documents of any of the Target Entities, except as required by applicable Law;
(ii) with respect to any of the Target Entities, authorize for pledge, dispose of or propose to pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;
(iii) with respect to any of the Target Entities, pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;
(iv) with respect to any of the Target Entities (o...
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 Seller Disclosure Schedule, or (z) consented to by Cendant in writing, the Seller shall:
(a) use its best efforts to conduct the Business in the ordinary course consistent with past practice, including the payment of salaries in the ordinary course; and
(b) not (i) sell, assign, license, transfer, convey or otherwise dispose of any of its properties or assets, except in the ordinary course of business; (ii) make any loans, advances (other than advances in the ordinary course of business consistent with past practice) or capital contributions to, or investments in, any other Person; (iii) terminate, modify, transfer or amend any of its Contracts, except in the ordinary course of business; (iv) enter into any new material agreement other than renewals of existing agreements or otherwise in the ordinary course of business consistent with past practice; (v) enter into any written employment agreement with any employee providing for annual cash compensation in excess of $50,000 or increase the compensation of any of the officers or other employees of the Business, except for such increases as are granted in the ordinary course of business in accordance with its customary practices (which shall include normal periodic performance reviews and related compensation and benefit increases); (vi) adopt, grant, extend or increase the rate or terms of any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such officers or employees of the Business, except (A) increases required by any applicable Law, (B) increases in the ordinary course of business consistent with past practice, and (C) any other benefits payable in any form by the Seller or any affiliate of the Seller; (vii) make any change in any of its present accounting methods and practices, except as required by changes in GAAP; (viii) license any intellectual property rights to or from any third party pursuant to an arrangement other than in the ordinary course of business consistent with past practice; (ix) make or authorize any capital expenditures other than in accordance with its annual plan or other than capital expenditures not exceeding $5,000 individually or $15,000 in the aggregate; (x) incur any indebtedness for borrowed money, issu...
Conduct of Business of the Seller. (a) During the period commencing on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing (the “Pre-Closing Period”), except (i) as otherwise expressly provided in or permitted by this Agreement (including as required by any Contract entered into prior to Closing in accordance with this Section 5.1), (ii) as set forth in Section 5.1(a) or Section 5.1(b) of the Seller Disclosure Schedules, (iii) as required by any Law or Order (including any COVID-19 Measures) applicable to Seller or the Company or the assets, or operation of the business, of Seller or the Company or any Contract in effect as of the date hereof and made available to Buyer to which the Company is party or by which any of the Company’s assets or properties are bound, (iv) for any COVID-19 Action, or (v) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause each Affiliate of Seller (including the Company) to, use commercially reasonable efforts to operate the Business in the ordinary course of business consistent with past practice; provided, however, that (1) no action or inaction by Seller or the Company with respect to any matters specifically addressed by any clause of Section 5.1(b) shall be deemed a breach of this Section 5.1(a) unless such action or inaction would constitute a breach of such clause of Section 5.1(b) and (2) Buyer’s consent with respect to any action or inaction by Seller or the Company with respect to any matter specially addressed by any clause of Section 5.1(b) shall be deemed to constitute consent to such action or inaction with respect to such matter for purposes of this Section 5.1(a).
(b) Without limiting the generality of the foregoing Section 5.1(a), during the Pre-Closing Period, except as (w) otherwise expressly provided in or permitted by this Agreement, (x) set forth in Section 5.1(b) of the Seller Disclosure Schedules, (y) as required by any Law or Order (including any COVID-19 Measures) applicable to Seller or the Company or the assets, or operation of the business, of Seller or the Company or any Contract in effect as of the date hereof and made available to Buyer to which the Company is party or by which any of the Company’s assets or properties are bound or (z) qualifies as a COVID-19 Action, Seller shall not, and shall cause each Affiliate of Seller (including the Company) not to, take any of the ...
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:
(a) The business of the Company shall be conducted in the same manner as heretofore conducted and only in the ordinary course, and Seller shall cause the Company to use its commercially reasonable best efforts to preserve the business organization of the Company intact, keep available the services of the current officers and employees of the Company and maintain the existing relations with customers, suppliers, creditors, business partners, landlords, employees and others having business dealings with the Company. The Company shall not institute any new methods of purchase, sale, lease, management, accounting or operation or engage in any transaction or activity other than minor changes in the ordinary course of business and consistent with past practice;
(b) The Company shall not: (i) amend its articles of incorporation or by-laws or similar organizational documents, (ii) issue, sell, transfer, pledge, dispose of or encumber any shares of any class or series of its capital stock, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class or series of its capital stock, (iii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to any shares of any class or series of its capital stock; (iv) split, combine or reclassify any shares of any class or series of its stock; or (v) redeem, purchase or otherwise acquire directly or indirectly any shares of any class or series of its capital stock, or any instrument or security which consists of or includes a right to acquire such shares;
(c) The Company shall not organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business, of any other Person;
(d) The Company shall not modify, amend or terminate any of the Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practice;
(e) The Company shall not: incur or assume any long-term ...
Conduct of Business of the Seller. Between the date of execution of this Purchase Agreement and either the Closing Date or the Termination Date, as applicable, the Seller shall:
(i) cause that the Acquired Companies conduct their activities only in the Ordinary Course of Business;
(ii) use its reasonably commercial efforts to preserve intact the current business organization of the Acquired Companies, renew the expiring (or already expired) Governmental Authorizations, keep available the services of the current officers, employees, and agents of the Acquired Companies, and maintain the relations and goodwill with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Acquired Companies;
(iii) confer with the Buyer concerning operational matters of a material nature;
(iv) otherwise report periodically in writing to the Buyer concerning the status of the business, operations and finances of the Acquired Companies, including any fact, event or circumstance that may affect the accuracy of any Seller Representation and Warranty;
(v) shall not enter into any action, conduct or transaction contemplated in paragraphs (i) to (x) of Section 2.15 (except for the case of number (vi) of Section 2.15, in which the agreed threshold shall be US$1,000,000); provided, further that if the Buyer does not respond to an authorization request made in this regard by the Seller within two calendar days, the Seller may decide to enter into such action, conduct or transaction (for the avoidance of doubt, the Parties agree that any review, and comment on the steps of the Reorganization shall be governed by Section 4.1 and not by this Section 4.6(v)); and
(vi) enter only into metal and currency xxxxxx for Fixed Price Contracts, and shall not enter into other xxxxxx of metal and currency not linked to specific Contracts with a term beyond the Closing Date without the consent of the Buyer.
Conduct of Business of the Seller. From the date hereof to the Closing, the Seller will with respect to the Business (a) conduct its business only in the ordinary course in substantially the same manner as heretofore conducted, (b) maintain and keep the Assets in such repair, working order and condition as is sufficient for the operation of its business in the ordinary course, (c) keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained by it (to the extent available on commercially reasonable terms in the case of any renewal or replacement policies), (d) use its commercially reasonable efforts to maintain and preserve its business organization intact, and maintain satisfactory relationships with officers, employees, suppliers, distributors and customers so that they will be preserved after the Closing, (e) maintain its books of account and records in the usual and regular manner, (f) comply in all material respects with all Applicable Laws, (g) not make any material commitments or expenditures, and not enter into any transaction with any affiliates of the Seller, not consistent with past practice, (h) promptly advise the Purchaser in writing of any emergency or other change in the normal course of business or in the operations of its properties and of any governmental or any other third party complaints, investigations or hearings (or communications indicating that the same may be contemplated), (j) promptly advise the Purchaser of any Material Adverse Change, (k) collect its accounts receivable in the ordinary course of business consistent with past practice, (l) pay its accounts payable in the ordinary course of business consistent with past practice, and (m) use its commercially reasonable efforts to insure that the representations and warranties contained herein shall be true and correct as of the Closing Date.
Conduct of Business of the Seller. During the period from the date of this Agreement to the Closing Date, the Partnerships shall conduct their operations in the ordinary course of business; use their reasonable best efforts to: preserve intact their current business organiza- tion, keep available the services of their current officers, employees and agents, and maintain their relations and good-will with suppliers, customers, landlords, creditors, licensors, developers, employees, agents and others having business relationships with them; confer with the Purchasers concerning operational matters of a material nature; and report periodically to the Purchasers concerning the status of the business, operations and finances of the Partnerships. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as may be first approved in writing by the Purchasers or as is otherwise permitted or required by this Agreement, each of the Sellers shall cause each Partnership to (a) refrain from paying any individual bonus greater than $5,000 or increasing any salary or other compensation to any director, officer, employee or stockholder by greater than $5,000 or hiring any employee with an annual salary of greater than $50,000 or entering into any employment, severance, or similar agreement with any director, officer, employee or stockholder except for actions referred to in this clause (a) made in the ordinary course of business consistent with such Partnership's past practice, (b) refrain from the adopting or increasing of any profit sharing, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of such Seller, (c) refrain from entering into any
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.
