Conduct of Business Prior to the Closing Date. Between the date hereof and the Closing Date, unless Univision otherwise consents in writing, or the LMA expressly requires otherwise, the Entravision Parties shall:
(a) Operate the Entravision Stations in the ordinary course of business and otherwise conduct the business thereof in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation of the Entravision Stations or the Sale Assets;
(b) Use commercially reasonable efforts to maintain reasonably adequate insurance upon all of the Sale Assets to be transferred by it hereunder, in a manner consistent with such insurance existing on the date hereof;
(c) Not mortgage, pledge or subject any Sale Assets to any Lien other than a Permitted Lien;
(d) Not sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any Sale Assets, other than in the ordinary course of business;
(e) Not amend or terminate any Material Contract that would be included in the Sale Assets at the Closing;
(f) Not enter into any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes of this clause (f), the applicable threshold with respect to clause (i) of the definition of Material Contract, shall be $25,000 instead of $10,000);
(g) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)), or cancel any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision Stations;
(h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects;
(i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applic...
Conduct of Business Prior to the Closing Date. (a) During the period from the date of this Agreement to the Closing Date, except as otherwise contemplated by this Agreement or consented to or approved by Buyer in writing, Seller and GST shall cause the Company (i) to conduct its business in the usual, regular and ordinary course consistent with past practice and prudent business principles and (ii) to use its reasonable efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous business relationships and to retain the services of its officers and key employees.
(b) Seller and GST agree that on and or after the date hereof and prior to the Closing Date, without the consent of Buyer, Seller and GST shall not cause or otherwise suffer or permit the Company to:
(i) incur or become subject to, or agree to incur or become subject to, any obligation or liability (absolute or contingent) except current liabilities incurred, and obligations under contracts entered into, in the ordinary course of business;
(ii) discharge or satisfy any lien or encumbrance or pay any obligation or liability (absolute or contingent) other than liabilities payable in the ordinary course of business;
(iii) mortgage, pledge or subject to lien, charge or any encumbrance, any of the Company's properties or agree so to do;
(iv) sell or transfer or agree to sell or transfer any of its assets, properties or services or cancel or agree to cancel any debt or claim, except in each case in the ordinary course of business;
(v) consent or agree to a waiver of any right of substantial value;
(vi) enter into any transaction other than in the ordinary course of its business;
(vii) increase the rate of compensation payable or to become payable by it to any officers, employees or agents of the Company by more than 5% of the rate being paid to them at October 1, 1997;
(viii) terminate any contract, agreement, license or other instrument to which it is a party that provides for monthly payments by or to the Company in excess of $10,000;
(ix) through negotiation or otherwise, make any commitment or incur any liability or obligation to any labor organization except in the ordinary course of business consistent with past practice;
(x) make or agree to make any accrual or arrangement for or payment of bonuses or special compensation of any kind to any officer, employee or agent;
(xi) terminate any employee of the Company earning in excess of $25,000 per annum or directly or indirectly pay or make...
Conduct of Business Prior to the Closing Date. The LLC and the --------------------------------------------- Subsidiary agree that from the date hereof and prior to the Closing Date, and except (i) as set forth in Schedule 6.4 hereto, (ii) otherwise consented to or ------------ approved by an authorized officer of the Operating Partnership (such consent or approval not to be unreasonably withheld) or (iii) as required by this Agreement:
(a) the business of the LLC and the Subsidiary shall be conducted in the ordinary course;
(b) no change shall be made in the Articles of Organization or Operating Agreement of the Subsidiary;
(c) neither the LLC nor the Subsidiary shall enter into nor terminate, amend, release or modify any Material Contract concerning the operations or assets of the Subsidiary;
(d) neither the LLC nor the Subsidiary will take, agree to take, or do anything in the conduct of its business which would be contrary to or in material breach of any of the terms or provisions of this Agreement, or which would cause any of the representations of the LLC or the Subsidiary contained herein to be or become untrue in any material respect or which would result in a Material Adverse Effect to the Subsidiary; and
(e) Except for the indebtedness set forth on Schedule 6.4(e), the Subsidiary shall not incur any indebtedness for borrowed money, prepay any outstanding indebtedness for borrowed moneys on a "term loan" basis (except for scheduled payments or required pre- payments of outstanding debt), or adopt or agree to adopt any new employee benefit plan except as required by applicable law or terminate the employment or contract of any employee or contractor or accrue any liability beyond the Closing Date for severance.
Conduct of Business Prior to the Closing Date. Seller shall not enter into any form of agreement, covenant or commitment or engage in any other act prior to the Closing Date which may have adverse consequences on the Assets or Buyer or render any representation or warranty of Seller in this Agreement untrue.
Conduct of Business Prior to the Closing Date. (a) Except as expressly permitted by this Agreement or with the prior written consent of Buyer, which consent will not be unreasonably withheld during the period from the date of this Agreement to the Closing Date, each Seller shall cause the Hawaiian Businesses to (i) conduct the Business in the ordinary course of business and in compliance in all material respects with all applicable Laws; provided, however, to the extent cash held by the Company is an Excluded Asset hereunder, HFS may distribute the cash to Sellers or Axxxxx, Hxxx Xxxxx and Inc., (ii) use commercially reasonable efforts to maintain and preserve intact its business organization, its management, the Acquired Assets and advantageous business relationships with its customers, suppliers and others having business dealings with it and retain the services of its officers and key employees, (iii) cooperate with Buyer as reasonably necessary and take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Sellers or Buyer to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby and (iv) not take any action which might cause any representation or warranty under Article III to become untrue.
(b) Without limiting the generality of Section 5.4(a) above, during the period from the date of this Agreement to the Closing Date, except as set forth in Schedule 5.4(b) of the Disclosure Schedule or as otherwise permitted by this Agreement, no Hawaiian Business shall and the Sellers shall not permit any Hawaiian Business to, without the prior written consent of Buyer, which consent shall not be unreasonable withheld:
(i) incur any indebtedness for borrowed money, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person except for obligations which will be satisfied in full by Sellers prior to or at the Closing;
(a) except in the ordinary course of business consistent with past practice, increase in any material manner the compensation or benefits including severance benefits of any Hawaii Employees, (b) pay any pension, severance or retirement benefits to Hawaii Employees, (c) become a party to, establish, amend, commence, participate in, terminate or commit itself to the adoption of any Hawaii Benefit Plan, (d) acc...
Conduct of Business Prior to the Closing Date. During the period from the date of this Agreement to the Effective Time, LATOKA, LEL and UNIFAB shall each use its best efforts to preserve the possession and control of all of its assets other than those consumed or disposed of for value in the ordinary course of business or pursuant to the terms of this Agreement, to preserve the goodwill of suppliers, customers and others having business relations with it and to do nothing knowingly to impair its ability to keep and preserve its business as it exists on the date of this Agreement. Without the prior written consent of the other party, neither LATOKA, LEL or any LATOKA Shareholder nor UNIFAB shall commit or suffer to occur any act or omission that (i) would cause a breach of any agreement, commitment or covenant of such party contained in this Agreement in any material respect or (ii) would cause its representations and warranties contained in Articles 4 and 5, respectively, to become untrue in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time of the Merger each of LATOKA, LEL and UNIFAB shall conduct its business only in the ordinary course consistent with past practices.
Conduct of Business Prior to the Closing Date. Except as --------------------------------------------- described on Schedule 4.1 or as expressly permitted by this Agreement, the Company agrees, from the date hereof, that prior to the Closing Date, except as otherwise consented to or approved in writing by Buyers:
(a) the business of the Company shall be conducted only in the ordinary course and consistent with past practice and the Company shall not take any action inconsistent therewith or with the transactions contemplated hereby;
(b) the Company shall not (i) amend its Articles of Incorporation or Bylaws, (ii) change the number of issued or outstanding shares of its capital stock, or issue any debt or equity securities, or any options, warrants or other rights to acquire or subscribe for such securities, (iii) declare, set aside or pay any dividend or other distribution or payment in cash, stock or property in respect of shares of its capital stock other than with respect to the 8% Preferred Stock, (iv) make any direct or indirect redemption, retirement, purchase or other acquisition of any of its capital stock or (v) split, combine or reclassify its outstanding shares of capital stock;
(c) the Company shall not, directly or indirectly, (i) other than in the ordinary course of business and consistent with past practice, incur any indebtedness for borrowed money, except indebtedness for borrowed money incurred under credit facilities existing as of October 1, 1995 or which otherwise does not exceed $100,000 in principal amount, (ii) waive, release, grant or transfer any rights of material value, except in the ordinary course of business, (iii) transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any asset of the Company with a value exceeding $50,000 individually, and $100,000 in the aggregate, other than the sale of surplus properties and other than inventory disposed of in the ordinary course of business and consistent with past practice, (iv) purchase or acquire any material interest in any business or any securities or assets of a business, (v) enter into any joint venture or partnership, (vi) settle any material litigation, or (vii) accelerate payments on any indebtedness except as required in the Credit Agreement;
(d) the Company shall use its reasonable best efforts to preserve intact the business organization of the Company, to keep available the services of its operating personnel and to preserve the goodwill of those having business relationships with it, including, wit...
Conduct of Business Prior to the Closing Date. From this date until the Closing Date, Swiss Avenue Bank shall, except as may be first approved in writing by BOKF or as is otherwise permitted or contemplated in this Merger Agreement:
7.2.1 Maintain its corporate existence in good standing;
7.2.2 Maintain the general character of its business and conduct its business in their ordinary and usual manner consistent with past practices;
7.2.3 Maintain proper business and accounting records generally in accordance with past practices;
7.2.4 Maintain its properties (except repossessed and foreclosed assets acquired in satisfaction of debt previously contracted) in normal repair and condition, normal wear and tear and damage due to fire or other unavoidable casualty excepted;
7.2.5 Preserve its business organizations intact, use their reasonable efforts to maintain satisfactory relationships with suppliers, customers and others having business relations with them whose relationships it believes is desirable to maintain, and use its reasonable efforts to procure the willingness of all of the personnel employed by them immediately prior to the execution of this Merger Agreement who are material to the success of its business to continue in its employ on substantially the same terms and conditions as those on which such personnel were employed immediately prior to the execution of this Merger Agreement;
7.2.6 Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
7.2.7 Except as otherwise disclosed in this Merger Agreement, perform all of their obligations under all material contracts, leases and agreements relating to or affecting its assets, properties and businesses; and,
7.2.8 Comply in all material respects with and perform all obligations and duties imposed upon them by federal, state and local laws, and all rules, regulations and orders imposed by federal, state or local governmental authorities, except as may be contested by it in good faith by appropriate proceedings.
Conduct of Business Prior to the Closing Date. Seller covenants and agrees with Purchaser that from the Effective Date hereof through the Closing Date, except as otherwise expressly contemplated in this Agreement, unless Purchaser otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) Seller shall, and shall cause PSLG Management in its capacity as manager of the Business to:
(a) Use commercially reasonable best efforts to operate the Business in the ordinary course of business consistent in all material respects with past practice, including (i) incurring expenses consistent in all material respects with Seller’s past practices in the operation of the Business and (ii) using commercially reasonable efforts to preserve the business operations, organization and goodwill of the Business and its relationships with residents, employees, suppliers and other contractors. To the extent the Business and industry in which the Business operates is faced with extraordinary or emergency circumstances, including but not limited to an outbreak of pandemic disease or other natural disaster, the Seller may without Purchaser’s consent take such action (whether or not consistent with past practice) that in Seller’s reasonable business judgment is necessary or prudent to comply with any laws, ordinances, regulations, decrees or emergent industry best practices, to ensure the health and safety of residents and the preservation of the Business.
(b) Operate the Business and otherwise conduct business in all material respects in accordance with the terms or conditions of all applicable licenses and permits, all applicable rules and regulations of the relevant state where the Business is located, and all other rules, regulations, laws, and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Business and all applicable insurance requirements; provided, however, that the foregoing shall not impose on Seller any obligation to make unbudgeted capital improvements or repairs, or to incur any cost or expense in order to comply with any of the foregoing to the extent Seller was not in compliance as of the Effective Date, except to the extent Seller is ordered to do so by a governmental authority having jurisdiction over Seller.
(c) Maintain the books, records, and financial statements for the Business consistent in all material respects with past practices.
(d) Timely comply in all material respects with the Assumed Contracts and Leases....
Conduct of Business Prior to the Closing Date. Except as set forth on Schedule 5.1, Company and Purchaser each covenant and agree that, prior to the Closing Date, unless the other party shall otherwise agree in writing (which agreement shall not be unreasonably withheld or delayed) or as otherwise expressly permitted or specifically contemplated by this Agreement:
(a) The business of Company shall be conducted only in, and Company shall not take any action except in, the ordinary course of business, and Company shall use its best efforts to maintain and preserve its business organization, assets, employees and business relationships; and
(b) The business of Purchaser shall be conducted only in, and Purchaser shall not take any action except in, the ordinary course of business, and Purchaser shall use its best efforts to maintain and preserve its business organization, assets, employees and business relationships.
