Conduct of Seller’s Business. From the date hereof to the Closing Date, except as otherwise consented to by Buyer in writing, Seller shall:
(i) continue to operate its business as presently conducted and in the ordinary course of business consistent with past practice;
(ii) use its commercially reasonable efforts to maintain the goodwill of all employees and all other persons or firms with whom it has dealings;
(iii) use commercially reasonable efforts to keep the Assets intact (provided, however, that the foregoing shall in no event be deemed to require Seller to make any material expenditure or to incur any material cost not consistent with Seller’s past practice);
(iv) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried by it;
(v) perform all of its material obligations under agreements, contracts and instruments relating to or affecting its properties, assets and business being sold hereunder;
(vi) maintain its books of account and records in the usual, regular and ordinary manner;
(vii) comply with all statutes, laws, ordinances, rules and regulations applicable to it and to the conduct of the Business;
(viii) pay all account payables and collect all account receivables only in the ordinary course of business consistent with prudent past practice, not accelerate collection of accounts receivable or defer payment of accounts payable in anticipation of the Closing and not purchase drugs or supplies on terms and conditions not in the ordinary course, consistent with past practice;
(ix) promptly advise the Buyer in writing of any change that would be regarded as having a material adverse effect on the Buyer;
(x) not enter into, assume or amend in any material respect, any agreement, contract or commitment of the character referred to in Section 6(l);
(xi) not merge or consolidate with or purchase substantially all of the assets of, or otherwise acquire, any corporation, partnership, association or other business;
(xii) not sell, transfer or convey all or substantially all of its assets or the assets of the Seller;
(xiii) not take, or permit to be taken, any action which is represented and warranted in Section 6(e) not to have been taken since June 30, 2005;
(xiv) not increase salaries or other compensation of employees of the Seller other than in the ordinary course of business consistent with past practice;
(xv) not issue any shares or other equity interests or effect any stock split or other reclassification;
(xvi) not create, ...
Conduct of Seller’s Business. Since the Balance Sheet Date, except as disclosed on SCHEDULE 5.12 or as contemplated by this Agreement there has not been any:
(a) sale or transfer of, or any agreement to sell or transfer, any assets of the Business, or any plan, agreement or arrangement granting any preferential right to purchase or acquire any interest in any of the assets of the Business, or requiring consent of any Person to the transfer and assignment of any of the assets of the Business;
(b) sale or transfer of any motor vehicle, attachment, accessory or piece of materials handling equipment comprising rolling stock of the Business from the Business to any other business operation of Seller Parent or its Affiliates, other than in the ordinary course of business consistent with the past practice of the Business;
(c) waiver of any material rights or claims of Sellers, the Partnership or Seller Parent related to the assets of the Business;
(d) material breach, amendment or termination of any contract, agreement or other instrument to which Sellers, the Partnership or Seller Parent is a party and by which the respective assets of Seller Parent, the Partnership or Sellers are affected or bound or loss of any material customer of the Business;
(e) transaction by Seller Parent, the Partnership or Sellers outside the ordinary course of business with respect to the assets of the Business or the Business;
(f) change in the pricing and purchasing policies of Sellers, the Partnership with respect to the Business, other than in the ordinary course of business consistent with the past practice of the Business;
(g) change in the customary payment cycles for any of Sellers' or the Partnership's payables or receivables with respect to the Business;
(h) change in any method of accounting or accounting policies or policy used by Seller Parent, the Partnership or Sellers, except as required by Applicable Law or by the Financial Accounting Standards Board;
(i) change in the customary methods of operation of the Business;
(j) change or increase in any compensation payable to, or benefits made available to, any Business Employees, except (i) to the extent required by Applicable Law, or (ii) pursuant to a collective bargaining agreement, or (iii) in the ordinary course of business consistent with past practice; or
(k) action by Sellers, the Partnership Seller Parent, or any employee, officer or agent of Sellers, the Partnership or Seller Parent committing to do any of the foregoing.
Conduct of Seller’s Business. Unless Buyer gives its prior written consent for actions to be taken to the contrary, from the date of execution of this Agreement and until the Closing or termination of this Agreement, whichever first occurs, Seller shall:
Conduct of Seller’s Business. From the Agreement Date until the Closing or the termination of this Agreement in accordance with its terms, except as required by applicable law or by the terms of this Agreement (including in order to satisfy any condition set forth in Section 6.01), with respect to the Business, Seller shall (i) conduct the Business in the ordinary course of business consistent with past practices, (ii) take all steps reasonably necessary to advance, maintain, preserve, defend, protect, and when necessary, renew, any permits, approvals, licenses, or consents required to operate the License, including but not limited to securing a Final Marijuana Retailer License for use at the Premises and Notice to Commence Operations at the Premises, both from the CCC, (iii) pay any debts, Taxes and other obligations of the Business when due, (iv) comply in all material respects with all applicable federal, state and local laws and regulations applicable to the Purchased Assets (with the exception of federal laws criminalizing the sale, distribution, and possession of cannabis), and (v) undertake commercially reasonable efforts to maintain relationships of Seller with any third party (A) that is party to any Assigned Contract, (B) that is a local or state governmental authority or (C) whose relationship with Seller is reasonably necessary to the conduct of the Business. Without limiting the generality of the foregoing, from the Agreement Date until the Closing, except as required by applicable law or by the terms of this Agreement (including in order to satisfy any condition set forth in Section 6.01), or with the prior written consent of Buyer, Seller will not:
(i) adopt a plan or agreement of complete or partial liquidation or dissolution;
(ii) sell, lease, license or otherwise dispose of any of the Purchased Assets, except (whether by merger, sale of stock, sale of assets or otherwise), except pursuant to existing contracts or commitments;
(iii) enter into or terminate any material contract related to the Business, except as required by applicable law;
(iv) create or otherwise incur any Encumbrance on any Purchased Asset;
(v) make or incur any capital expenditure, commitment for capital expenditures, or obligations or liabilities therefor related to the Business except as will remain an Excluded Liability;
(vi) cancel, settle or waive any claims, rights or remedies of Seller related to the Business, except under any Seller Document; or
(vii) agree or commit to do any of the foregoi...
Conduct of Seller’s Business. Between the date of this Agreement and the time of closing, except as otherwise agreed to in writing by Buyer, Seller will;
i. conduct the Business in the normal course and in the same manner as before;
ii. make no change in its articles or organization or operating agreement;
iii. subject to normal depreciation incurred in the ordinary course of business, use its best efforts to preserve the Assets; and
iv. take no act or fail to take any act which will in any way affect the truth or occurrence of the warranties and representations contained in this Agreement.
Conduct of Seller’s Business. Pending the Closing. The Seller covenants from the date hereof to and including the Closing Date, without receiving Buyer's prior written consent, which consent shall not unreasonably be withheld or delayed, to comply with the following:
(a) Seller shall not enter into or modify any agreement (or agree to enter into or modify an agreement) that would have a Material Adverse Effect upon the ability of Seller to consummate the Transactions contemplated hereby or of the Buyer to conduct Seller's business from and after the Effective Time;
Conduct of Seller’s Business. SINCE JANUARY 1, 2000. Since January 1, 2000, except as disclosed on SCHEDULE 5.11 or as would not have a Material Adverse Effect, there has not been any:
(a) work interruption, labor grievance or unfair labor practice claim filed with respect to the Business;
(b) sale or transfer of, or any agreement to sell or transfer, any of the Assets or any plan, agreement or arrangement granting any preferential right to purchase or acquire any interest in any of the Assets, or requiring consent of any party to the transfer and assignment of any of the Assets, in each case, except in the ordinary course of business;
(c) waiver of any rights or claims of Seller or Seller Parent related to the Assets;
(d) breach, amendment or termination of any Customer Contract or Permit or loss of any customer or Customer Contract;
(e) transaction by Seller outside the ordinary course of its business with respect to the Assets or the Business, or
(f) any action by Seller, Seller Parent, or any employee, officer or agent of Seller or Seller Parent committing to do any of the foregoing.
Conduct of Seller’s Business. Since the Balance Sheet Date, except as disclosed on Schedule 5.12 or as contemplated by this Agreement, there has not been any:
(a) sale or transfer of, or any agreement to sell or transfer, any of the Assets, or any plan, agreement or arrangement granting any preferential right to purchase or acquire any interest in any of the Assets, or requiring consent of any Person to the transfer and assignment of any of the Assets, in each case other than in the ordinary course of business;
(b) waiver of any material rights or claims of Sellers related to the Assets;
(c) material breach, amendment or termination of any Material Customer Contract, Employee Contract, Other Contract, Permit, Assumed Lease or Permit;
(d) material transaction by Sellers outside the ordinary course of business with respect to the Assets or the Business; or
(e) action by Sellers committing to do any of the foregoing.
Conduct of Seller’s Business. Pending the Closing, (a) Seller will operate the Branches only in the ordinary course including interest rates consistent with the Seller's present rate structure; (b) no increase shall be made in any salary or wages (excluding regularly-scheduled salary increases) and no establishment or increase shall be made in any bonus, pension, option, incentive or deferred compensation, retirement, death, profit-sharing, or similar benefits of any of the Officers and Employees (excluding bank-wide changes); and (c) Seller shall not place upon or permit any lien or encum- brance upon any of the Assets. Pending the Closing, Seller shall (i) use its best efforts to preserve the Assets and to keep available the services of the Officers and Employees; (ii) continue in effect the present method of conducting business at the Branches (excluding bank-wide changes) except as otherwise consented to by Purchaser; and (iii) not enter into any lease, occupancy agreement, or use agreement regarding the Branches, or any part thereof, without the prior written consent of the Purchaser, or make any material modification, renewal or other undertaking with respect to any existing agreement affecting the Branches, which will or may survive the Closing, without the prior written consent of the Purchaser. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit Seller from terminating, without the consent of Purchaser, any existing agreement or lease that it may have with respect to the Branches regarding the provision of trust services or the sale of annuities, securities, insurance or other similar products or services at the Branches.
Conduct of Seller’s Business. Since January 1, 2000. Since January 1, 2000, except as disclosed on Schedule 5.13, Seller has conducted the Business only in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, since January 1, 2000, there has not been any:
(a) change in the authorized capital or equity ownership of either Seller;
(b) work interruption, labor grievance or unfair labor practice claim filed with respect to the Business;
(c) sale or transfer of, or any agreement to sell or transfer, any of the Assets or the Business or any plan, agreement or arrangement granting any preferential right to purchase or acquire any interest in any of the Assets or the Business, or requiring consent of any party to the transfer and assignment of any of the Assets or the Business;
(d) waiver of any material rights or claims of Seller related to the Assets or the Business;
(e) material breach, amendment or termination of any Customer Contract or Permit or loss of any material customer or Customer Contract;
(f) transaction by Seller outside the ordinary course of its business with respect to the Assets or the Business;
(g) amendment to the Certificate of Incorporation or Bylaws of either Seller;
(h) any other material occurrence, event, incident, action or failure to act outside the ordinary course of business of Seller with respect to the Assets or the Business; or
(i) any action by Seller or any employee, officer or agent of Seller committing to do any of the foregoing.
