Conduct of Business Prior to Closing. Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:
Conduct of Business Prior to Closing. Except as expressly contemplated by this Agreement or disclosed on Schedule 6.1(c), except to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller shall (i) conduct the Business in the Ordinary Course of Business and in a manner substantially similar to the manner in which Seller has operated, consistent with past practice (including with respect to the payment of accounts payable of Seller), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Business, (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business prior to the Closing and (B) prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions of this Agreement, complete control and supervision of its operations.
Conduct of Business Prior to Closing. Except for actions contemplated by this Article VIII, actions taken with the prior written consent of Purchaser or actions related to the sale of the Property contemplated by the Purchase and Sale Agreement,, from the Effective Date until the Closing Date, Sellers shall cause Company to conduct its business in the ordinary course consistent in all material respects with past practice, and shall cause Company to:
Conduct of Business Prior to Closing. From the date hereof to until the First Closing Date, except to the extent that Purchaser shall otherwise consent in writing, which shall not be withheld unreasonably:
Conduct of Business Prior to Closing. From the date hereof to the Closing Date, and except to the extent that Purchaser shall otherwise consent in writing, Seller shall:
Conduct of Business Prior to Closing. During the period from the date of this Agreement to the Closing Date, each Vendor shall do or cause the Corporation to do the following:
Conduct of Business Prior to Closing. (i) to conduct its business only in the ordinary and usual course and make no material change in any of its business practices and policies;
Conduct of Business Prior to Closing. From the date hereof until the Applicable Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), the Company shall, (x) conduct the business of the Company and its subsidiaries in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company and/or its subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Company shall:
Conduct of Business Prior to Closing. Except as expressly permitted in this Section 6.1, set forth in Schedule 6.1 or as consented to in writing by Buyer, during the period commencing on the date of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, (a) act and carry on its business in the ordinary course of business consistent with past practice and comply with all applicable Laws, (b) use commercially reasonable efforts to maintain and preserve its and each of its Subsidiaries’ business organization, assets and properties and existing relationships and goodwill with customers, suppliers, creditors, lessor, sub-lessees and employees and (c) use commercially reasonable efforts to protect, defend and maintain the ownership, validity and registration of the Company Intellectual Property. Without limiting the generality of the foregoing, except as expressly permitted herein or as set forth in Schedule 6.1 and except that the Company may renew or extend its existing revolving credit facility with JPMorgan Chase Bank N.A. (but may not borrow under such facility without the prior written consent of Buyer), during the Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following without the prior written consent of Buyer (which consent shall not be unreasonably withheld):
Conduct of Business Prior to Closing. During the period from the date of this Agreement to the Closing Time, the Vendors will have the following obligations and will cause the Company to do the following:
