Conduct of the Business Pending Closing. From the date hereof through the Closing Date:
Conduct of the Business Pending Closing. During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing, except to the extent expressly contemplated by this Agreement or as consented to in writing by Purchaser, the Company shall not take any action or omission which, if occurring immediately prior to the date of this Agreement, would have rendered Section 4.7 untrue.
Conduct of the Business Pending Closing. Seller covenants and agrees --------------------------------------- that, prior to the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with the provisions hereof, except as otherwise agreed to in writing by Purchaser, or otherwise expressly contemplated by this Agreement, Seller will cause the Business to be conducted in the ordinary ASSET PURCHASE AGREEMENT - Page 7 ------------------------ course of business and consistent in the ordinary course of business and consistent with past practice.
Conduct of the Business Pending Closing. Except as specifically contemplated by this Agreement, from the date hereof until the Closing, except as approved by Buyer in writing in advance, Terex and Sellers covenant and agree that:
Conduct of the Business Pending Closing. Except with the prior written consent of Parent, as set forth on Schedule 6.1 or as contemplated by this Agreement, during the period from (and including) the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause the Subsidiaries to, conduct the respective businesses of the Company and the Subsidiaries only in the Ordinary Course of Business in all material respects.
Conduct of the Business Pending Closing. From and after the date hereof until the Closing Date, unless the Buyer shall otherwise consent in writing, the Company shall, and the Parent shall cause the Company to, operate its businesses in the ordinary course and consistent with past practice and shall not: (a) issue, sell or deliver any equity securities or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any equity securities, or become a party to other agreements or commitments of any character relating to the Company's issued or unissued equity securities, or grant any phantom stock, stock appreciation or similar rights; (b) effect any recapitalization, reclassification, stock dividend, stock split or like change in its capitalization; (c) amend its certificate of formation or limited liability company agreement; (d) declare, pay or set aside for payment any dividend or other distribution (whether in cash, stock or property) (other than any such dividends or other distributions, not to exceed $1,000,000 in the aggregate, for the payment of taxes, debt repayment and other costs incurred in the ordinary course of business) or make any redemption or purchase of any equity interests; (e) sell, assign or transfer any assets, properties or rights, except inventory sold, and obsolete assets disposed of, in the ordinary course of business consistent with past practice, and except for the Excluded Assets Transaction; (f) make any capital investment in, or any loan to, any other Person, except in the ordinary course of business; (g) make, authorize or commit to make any single capital expenditure in excess of $50,000, or capital expenditures in excess if $150,000 in the aggregate, except for such capital expenditures or commitments therefor that are reflected in the Company's budget for the fiscal year ending December 31, 2006 previously delivered to the Buyer; (h) make, other than in accordance with past practice, or change or revoke any Tax elections or change any accounting methods for Tax purposes; (i) make any loan to, or enter into any other transaction outside the ordinary course of business and consistent with past practice with, any of its limited liability company managers, officers, or employees, the Lenders, or other affiliate of the Company, the Parent or the Lenders or any "associates" (as defined in Rule 405 under the rules and regulations of the Securities and Exchange Commission promulgated under the Securities ...
Conduct of the Business Pending Closing. (a) Except as otherwise expressly provided by this Agreement, or with the prior written consent of Purchaser, between the date hereof and the Closing, each Seller shall:
Conduct of the Business Pending Closing. From and after the date hereof until the Closing, except (x) as required by applicable law, (y) as otherwise expressly contemplated by this Agreement, or (z) with the prior written consent of Purchaser:
Conduct of the Business Pending Closing. From the Execution Date until the Closing Date, except as set forth on Section 5.2 of the Disclosure Schedule and as otherwise expressly provided in this Agreement and subject to the obligations of Seller to comply with applicable Law or any Order of the Bankruptcy Court, and the provisions of the Bankruptcy Code, Seller shall: (a) operate in the Ordinary Course of Business and carry on the Business in substantially the same manner as it has prior to the Execution Date; (b) maintain the Acquired Assets in substantially the same condition as the Acquired Assets were maintained as of the Execution Date, ordinary wear and tear excepted; (c) not dispose of or sell any Acquired Asset, other than the sale of Inventory or the collection of Accounts Receivable, each in the Ordinary Course of Business; (d) take all actions reasonably necessary and appropriate to deliver to Buyer title to the Acquired Assets free and clear of all Liens and Liabilities (other than Assumed Liabilities) pursuant to the Sale Order and cooperate with Buyer to obtain appropriate releases, consents, estoppels, certificates, and other instruments as Buyer may reasonably request; (e) keep in full force and effect present insurance policies or other comparable insurance benefiting the Acquired Assets and the conduct of the Business; (f) maintain and preserve its tax status, as applicable; (g) discontinue the offering of (i) Customer Programs without purchase through Seller’s marketing channels for distribution to influencers and (ii) Customer Programs in the form of electronic promotional gift cards without purchase; and (h) Seller shall take reasonable direction from Buyer with respect to ordering inventory, including in amounts consistent with 3.18(b)(ii).
Conduct of the Business Pending Closing. During the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 10.01 (the “Interim Period”), except as required by Law, as expressly contemplated by this Agreement, as set forth on Schedule 7.01 or with the prior consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, the Company shall (i) carry on its Business in the ordinary course in all material respects, (ii) use commercially reasonable efforts consistent with past practice to maintain its business organization intact, to keep available (without any requirement to provide additional compensation other than annual increases in the ordinary course of business) the services of its current officers and employees and to preserve, in all material respects, its relationships and goodwill with customers, suppliers, licensors, business partners, employees and others having material business relations with it and (iii) terminate the employment or other business relationship of any employee, contractor, manager, officer or agent engaged by the Company and who is subject to the exclusion, debarment and eligibility provisions of applicable Law and has been so excluded, debarred or is otherwise ineligible to participate in any Government Programs pursuant to such Laws during the Interim Period. Without limiting the generality of the foregoing, except as required by Law, as expressly contemplated by this Agreement or as set forth on Schedule 7.01, the Company shall not, during the Interim Period, without the prior consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, do any of the following:
