Conduct of Business of the Sellers. Except as otherwise contemplated by this Agreement or as disclosed on Schedule 5.1, during the period from the date of this Agreement to the Effective Time, the Sellers will, and will cause the Transferred Fastener Subsidiaries to, (1) conduct the Fastener Business only in the ordinary and usual course of the Fastener Business consistent with past practice, (2) use commercially reasonable efforts to preserve intact all rights, privileges, franchises and other authority adequate for the conduct of the Fastener Business as currently conducted, (3) use commercially reasonable efforts to keep available the services of the Fastener Business Employees, and (4) use commercially reasonable efforts to maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having significant business relationships with the Fastener Business. Without limiting the generality of the foregoing and, except as otherwise expressly provided in this Agreement, prior to the Effective Time without the prior written consent of the Buyer which will not be unreasonably withheld or delayed the Sellers will not permit either the Fastener Business or any Transferred Fastener Subsidiary to:
Conduct of Business of the Sellers. Except as set forth on Section 4.1 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, each Seller agrees (unless such 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 pay or perform its Liabilities, Taxes and obligations consistent with the 138358.00102/7150960v.7 applicable Seller’s past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), 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, to take all steps reasonably necessary to maintain the applicable Seller’s rights in and to the Seller Intellectual Property, and, to the extent consistent with such business, to use all commercially reasonable efforts to preserve intact its present business organization, keep available the services of its present officers and key employees and 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, each Seller shall, prior to the Closing, cooperate in good faith with the Buyer to facilitate the transition of such Seller’s customers, carriers, suppliers, vendors and distributors, including obtaining assignments, consents, and assurances from such third parties with respect to the Acquisition. 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, neither Seller shall do, cause or permit any of the following:
Conduct of Business of the Sellers. The Sellers covenant and agree that, except for actions taken to implement this Agreement and the transactions contemplated hereby or as disclosed in Schedules hereto or as consented to by Purchaser, from and after the date of this Agreement and until the Closing Date the Sellers will not take any action or elect to omit to take any action the result of which in either case will be to:
Conduct of Business of the Sellers. Except (i) as set forth on Section 5.01 of the Sellers Disclosure Schedules or Section 5.02 of the Sellers Disclosure Schedules, (ii) as otherwise expressly permitted or required by this Agreement (including the Restructuring) or to the extent relating exclusively to the Cubatão Business, (iii) as otherwise required by applicable Law or (iv) as otherwise consented to by Buyer in writing (such consent not to be unreasonably withheld, delayed or conditioned), from the date hereof until the earlier of (x) the Closing and (y) the termination of this Agreement in accordance with Section 10.01 (the “Pre-Closing Period”), the Sellers shall cause each member of the Company Group to:
Conduct of Business of the Sellers. From the date hereof until the Closing Date, the Sellers and the Parent shall, except as specifically required under this Agreement and except as otherwise consented to in writing by the Purchaser or Superfly Parent, conduct the Business in the ordinary course on a basis consistent with past practice, and use their respective reasonable best efforts to preserve intact their present business organizations, keep available the services of their present advisors, managers, officers and employees, preserve their relationships with customers, suppliers, licensors and others having business dealings with them, continue existing contracts as in effect on the date hereof for the applicable terms provided in such contracts, and not enter into any agreement, transaction or activity or make any commitment with respect to the Business, Assets or the Assumed Liabilities except those in the ordinary course of business on a basis consistent with past practice and not otherwise prohibited under this Section 7.1. By way of illustration and not in limitation of the foregoing, the Sellers and Parent agree that they shall, unless consented to in writing by the Purchaser or Superfly Parent:
Conduct of Business of the Sellers. (a) During the period from the Execution Date and continuing until the earlier of the termination of this Agreement in accordance with Section 3.4 and the Closing Date, except
Conduct of Business of the Sellers. During the period from the date of this Agreement to the Closing Date or the termination of this Agreement, whichever first occurs, each of the Sellers shall conduct their operations and business according to its ordinary and usual course of business and use its reasonable best efforts to preserve intact its business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having material business relationships with it. Each of the Sellers shall promptly notify (but in any event within two (2) business days) WSMP of any emergency or other change in the normal course of any of their businesses or in the operation of their Restaurants (including any default under any material agreement) or of any other Material Adverse Change (or event or occurrence reasonably expected to result in a Material Adverse Change) affecting such Seller or Sellers (including, without limitation, governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or adjudicatory proceedings involving any of the parties, their businesses or any of their Restaurants or Restaurant assets). Each of the Sellers shall give WSMP written notification of any material change taking place after the delivery of this Agreement and other documents which would have been reflected in such documents had such changes occurred prior to the time such documents were first delivered.
Conduct of Business of the Sellers. During the period from the date hereof and continuing until the earlier of the termination of this Agreement and the Closing:
Conduct of Business of the Sellers. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, no Seller (nor any spouse, legal representative or agent of a Seller) shall directly or indirectly, Transfer any Common Shares held by such Seller to any other Person (other than another Seller, such that such Transferred Common Shares would be sold to the Buyer in accordance with the terms and conditions herein).
Conduct of Business of the Sellers. (a) Except as described in Schedule 7.1, from the date hereof to the Closing Date, the Sellers will conduct the Business related to the Purchased Assets (to the extent the Sellers have the legal right and authority to do so) according to their ordinary and usual course of business consistent with Good Utility Practice. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 7.1, prior to the Closing Date, without the prior written consent of the Buyer (which consent shall not be unreasonably withheld), the Sellers will not with respect to the Purchased Assets or the related Business: (i) create any Encumbrance (except Permitted Encumbrances) on the Purchased Assets, except in the ordinary course of Sellers' business or as required under Sellers' debt instruments and as will be removed on or prior to the Closing Date; (ii) make any material change in the levels of fuel inventory and stores inventory customarily maintained by the Sellers with respect to the Purchased Assets, except for such changes which are consistent with Good Utility Practice; (iii) enter into any commitment for the purchase or sale of fuel having a term greater than six months and not terminable on or before the Closing Date either (i) automatically, or (ii) by option of BHE (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment and all other outstanding commitments not previously approved by the Buyer would be expected to exceed $1 million; (iv) sell, lease (as lessor), transfer or otherwise dispose of any of the Purchased Assets, other than assets used, consumed or replaced in the ordinary course of business consistent with Good Utility Practice; (v) amend, terminate or grant any waiver or consent with respect to any of the Sellers' Agreements other than in the ordinary and usual course of business, or take any action, or permit PHC to take any action, to dissolve Bangor-Pacific; (vi) enter into or amend any material real or personal property Tax agreement, treaty or settlement; (vii) make or approve any increase in the compensation payable by Sellers to any of the Employees (including, without limitation, salary, bonuses and benefits) except for increases consistent with past practices as heretofore disclosed to the Buyer; provided, however, that the foregoing shall not restrict the granting by the Sellers of voluntary early retirement and severance packages in accorda...
