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: the Company shall, and Seller shall cause the Company to, conduct the Business only in the ordinary and usual course consistent with past practices; the Company shall, and Seller shall cause the Company to, use commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Company and its Subsidiaries, and (B) preserve the present relationships with customers, suppliers, licensors and licensees of the Company and its Subsidiaries; and the Company shall not, and Seller shall not permit the Company to: pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash or other property to Seller or purchase or redeem, or make any agreements to purchase or redeem, any of its equity securities; issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims ...
Conduct of the Business Pending Closing. From the date hereof until the Closing, each Seller shall:
(a) conduct its Business in the usual, regular and ordinary course consistent with such Seller’s past practices; use its commercially reasonable efforts to preserve intact the present organization of such Seller; and use its commercially reasonable efforts (with no obligation to increase such persons’ compensation or benefits) to keep available the services of the present officers and Employees of such Seller and to preserve such Seller’s goodwill, consistent with past practices;
(b) maintain the Acquired Assets in their present operating condition (ordinary wear and tear excepted);
(c) observe and remain in compliance in all material respects with all statutes, laws, rules, regulations, orders, decrees and ordinances applicable to Seller or the operation of the Business (unless stayed pending appeal of such law or decision), subject to changes in laws or interpretations of such laws (including but not limited to statutes, ordinances, regulations, administrative proceedings, orders or any similar actions), judicial, administrative or arbitration judgments, rulings, orders and the like that occur after the date of this Agreement;
(d) maintain and keep in full force and effect all of the insurance currently maintained by Seller, unless replaced by substantially similar policies that do not reduce the amount of coverage compared to those policies currently in effect;
(e) not sell, mortgage, pledge, lease, or otherwise transfer, or dispose of or distribute any of its assets used in connection with the Business or enter into any agreement with respect to the foregoing, other than in the ordinary course of Business consistent with such Seller’s past practices;
(f) pay all liabilities and obligations as and when due, including all Taxes, other than such liabilities or obligations Seller is contesting in good faith by appropriate proceedings and has set aside on its books adequate reserves with respect thereto;
(g) not alter, modify or accelerate its existing collection levels of accounts receivables, or, other than in its ordinary course of its Business and consistent with past practice, write-off as uncollectible any accounts or receivables, other than as a result of changes in laws or interpretations of such laws after the date of this Agreement (including but not limited to statutes, ordinances, regulations, administrative proceedings, orders or any similar actions), judicial, administrative or arbitra...
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. From the date hereof through the Closing Date:
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. From the date hereof through the Closing Date:
(a) Ordinary Course of Business. Fireline shall use all reasonable efforts to preserve the business organization of the Business intact, to keep available to the Business the services of all current employees and to preserve for Purchaser the goodwill of the suppliers, customers, employees and others having business relations with the Business;
Conduct of the Business Pending Closing. Between the date hereof and the Closing hereunder, the Company will:
6.2.1 conduct its Business in the Ordinary Course, except to the extent necessary to consummate the Pre-Closing Reorganization;
6.2.2 not enter into any Contract with any party, other than Contracts entered into in the Ordinary Course and to consummate the Pre-Closing Reorganization, and not amend, modify or terminate any Contract other than in the Ordinary Course without the prior written consent of Purchaser or as necessary to consummate the Pre-Closing Reorganization;
6.2.3 use commercially reasonable efforts to preserve its Business intact and to preserve its relationships with its customers and others with whom it deals consistent with past practice;
6.2.4 except in the Ordinary Course, not reveal, orally or in writing, to any party, other than Purchaser and Purchaser’s authorized agents, any of the business procedures and practices followed by it in the conduct of its Business or any technology used in the conduct of its Business;
6.2.5 maintain in full force and effect all of the insurance policies listed on Schedule 3.18 and make no change in any insurance coverage without the prior written consent of Purchaser;
6.2.6 continue to maintain all of its usual Books and Records in accordance with its past practices and not to make any material Tax elections, in each case except as necessary to consummate the Pre-Closing Reorganization;
6.2.7 not amend its articles of organization, operating agreement or other organizational documents;
6.2.8 not waive any material right or cancel any material claim;
6.2.9 maintain its entity existence and not merge or consolidate with any other entity;
6.2.10 comply in all material respects with all provisions of any Contract applicable to it and all applicable Laws consistent with past practices;
6.2.11 except with Purchaser’s consent, not make any capital expenditures in excess of $5,000 per expenditure and/or $10,000 in the aggregate;
6.2.12 negotiate with any other Person or entity the sale or other transfer, or Encumbrance, of the assets (except in connection with the Pre-Closing Reorganization) or the Equity Interests of the Company;
6.2.13 deposit all funds received into the Company’s principal bank accounts and will pay all expenses of the Company from such accounts; and
6.2.14 use commercially reasonable efforts (a) to effectuate the transactions contemplated by this Agreement, including the Pre-Closing Reorganization, and (b) to do all things ...
Conduct of the Business Pending Closing. During the period from the date hereof until the Closing, except as consented to in writing by Purchaser, the Company shall (i) not declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, stock or property or any combination thereof) in respect of its capital stock, (ii) not make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such, except pursuant to repurchases of equity pursuant to the terms of its equity compensation plans, or (iii) not amend its Governing Documents in a manner that would adversely affect Purchaser, effect any split, combination, reclassification or similar action with respect to its capital stock or adopt or carry out any plan of complete or partial liquidation or dissolution.
Conduct of the Business Pending Closing. 15 5.1 Business in Ordinary Course.................................... 15 5.2
Conduct of the Business Pending Closing. Between the date of this Agreement and the Closing Date, Company will:
(a) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting;
(b) maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted;
(c) perform all of its material obligations under agreements relating to or affecting its assets, properties or rights;
(d) keep in full force and effect present insurance policies or other comparable insurance coverage;
(e) use its best efforts to maintain and preserve its business organization intact, retain its respective present employees and maintain its relationships with suppliers, customers and others with which it has business relations;
(f) maintain compliance with all permits, laws, rules and regulations, consent orders and similar requirements;
(g) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments; and
(h) maintain present salaries and commission levels for all officers, directors, employees and agents, except in the normal course of business consistent with past practices.
