Conduct of the Business Prior to the Closing Sample Clauses

Conduct of the Business Prior to the Closing. Except as otherwise specifically permitted or required by this Agreement or the Companion Agreements and except for matters identified in Section 5.01 of the Disclosure Schedule, from the date of this Agreement through the Closing, unless the Buyer otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Sellers will (a) conduct the Business in the ordinary course of business consistent with past practice, including by making investments and expenditures, both operating and capital, with respect to the acquisition and maintenance of equipment and facilities that are comparable to the Sellers’ historic levels, (b) use reasonable best efforts to maintain and preserve intact their business organizations (in respect of the Business only) and (c) not do any of the following (in respect of the Business only): (i) except in the ordinary course of business or to evidence Liens referred to in Sections 3.02 and 3.08, grant any Lien (other than granting or suffering to exist a Permitted Lien) on any Transferred Asset (whether tangible or intangible); (ii) sell, transfer, lease, mortgage, sublease or otherwise dispose of any Real Property or any material asset included within the Transferred Assets, other than sales of finished goods inventories in the ordinary course of business; provided, however, that the Sellers shall not enter into any bulk lease or purchase of rolling stock with respect to the Territory prior to the Closing without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, delayed or conditioned); (iii) make any commitments with respect to capital expenditures in excess of $500,000 with respect to any individual item or project or in excess of $12,500,000 in the aggregate with respect to all capital expenditures, except for (A) capital expenditures set forth on Section 5.01 of the Disclosure Schedule and (B) expenditures or commitments necessary to rectify matters relating to emergencies or life and safety or quality matters with respect to which the Sellers shall notify the Buyer in writing within thirty (30) days after making; (iv) fail to exercise any rights of renewal with respect to any material Leased Real Property that by its terms would otherwise expire, provided that the parties hereto will in good faith consult and cooperate with one another in connection therewith and, if so directed by the Buyer, the Sellers will not renew any such lease fo...

Conduct of the Business Prior to the Closing. During the period from the date of this Agreement and continuing until the Closing Date, the Seller agrees that, except as expressly contemplated or permitted by this Agreement or to the extent that Purchaser shall otherwise consent in writing, the Seller shall carry on the Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted in all material respects. The Seller agrees to promptly notify the Purchaser within two (2) business days of any event or series of events which has resulted in any of the representations and warranties as to the Seller being misleading in any material respect (receipt of such notice will not be a waiver with respect to the same). Without limiting the generality of the foregoing, prior to the Closing, and except as expressly contemplated or permitted by this Agreement, the Seller will not, without the prior written consent of the Purchaser, take any action that would constitute a change which violates the terms of Section 3.8 hereof.

Conduct of the Business Prior to the Closing. (a) Each Seller covenants and agrees that, between the date hereof and the Closing, except as expressly required or permitted by this Agreement or unless Purchaser shall otherwise agree in writing, each Seller shall conduct the Business only in the Ordinary Course of Business consistent with past practice. By way of elaboration, and without in any way limiting, the preceding sentence, each Seller shall: (i) preserve intact the business organization of such Seller and the business organization, properties, assets and rights of the Business; (ii) operate the Business according to plans and budgets provided to Purchaser; (iii) keep available the services of the present officers, employees and consultants of such Seller; (iv) maintain in effect all Assigned Agreements and to preserve the present relationships of such Seller with advertisers, sponsors, customers, licensees, suppliers and other Persons with which such Seller has business relations; (v) maintain, with financially sound and reputable insurers, insurance for the Purchased Assets and the Business against such casualties and contingencies and of such types and in such amounts as is customary for companies similarly situated, (vi) exercise any rights of renewal pursuant to the terms of any of lease which by its terms would otherwise expire; and (vii) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of any Seller to be untrue or result in a breach of any covenant made by Seller in this Agreement. (b) Each Seller will pay and discharge the Excluded Liabilities as and when the same become due and payable. (c) Each Seller shall cause to be prepared and timely filed, at its sole expense, all of its required Tax Returns for all periods up to and including the Closing Date. Each Seller shall be responsible for the payment of all Taxes due or assessed which related to the operations of the Business for all periods up to and including the Closing Date.

Conduct of the Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Buyer, which consent shall not be unreasonably withheld, the Company Sellers shall, and the Shareholders shall cause the Company Sellers to (x) conduct the Business in the ordinary course of business consistent with past practices and (y) use commercially reasonable efforts to maintain and preserve intact the current business organization, operations and franchises of the Company Sellers and to preserve the rights, franchises, goodwill and relationships of the Company Sellers’ employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, the Company Sellers shall, and the Shareholders shall cause the Company Sellers to: (a) except as set forth on Schedule 4.2(a), and except for the Excluded Assets, maintain the properties of the Company Sellers and the Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (b) defend and protect the properties of the Company Sellers and the Assets from known infringement or usurpation; (c) not voluntarily allow the creation of any Lien or other encumbrance upon any of the Assets; (d) except as set forth on Schedule 4.2(d), and except for the Excluded Assets, not take or fail to take any action that if taken or not taken immediately prior to the date hereof would be required to be disclosed on Schedule 2.10; (e) grant any increase in the compensation of, or pay any bonus to, any officer, director, employee or agent (including, without limitation, any increase pursuant to any bonus, pension, profit sharing or other plan or commitment) except in the ordinary course of business and consistent with past practices or adopt any such plan or other arrangements; and (f) adopt, amend or increase the payments or benefits under any Employee Benefit Plan, employment agreement or other arrangements except in the ordinary course of business and consistent with past practices.

Conduct of the Business Prior to the Closing. Except as VillageEDOCS may otherwise consent in writing prior to the Closing Date, neither any Shareholder nor TBS will enter into any transaction, take any action or fail to take any action which would result in, or could reasonably be expected to result in or cause, any of the representations and warranties herein not to be true as of and as if made on the Closing Date. In addition, each Shareholder will use his best efforts to prevent TBS's shareholders, directors and management from taking (or failing to take, as appropriate) any actions that (a) are not in the ordinary course of business of TBS consistent with past practice, (b) would render untrue any representation or warranty herein (as if such representation were made by TBS and Shareholder on and as of the Closing Date), (c) could make any obligation or condition herein impossible to fulfill, (d) would result in the destruction of books or records or TBS, (e) would result in a liability on the balance sheet dated as of the Closing Date that was not reflected on the balance sheet dated November 30, 2003 other than a liability incurred in the ordinary course of business, or (f) would change the amount of a liability on the balance sheet dated as of the Closing Date from the amount reflected for that same liability on the balance sheet dated November 30, 2003, other than changes that were incurred in the ordinary course of business.

Conduct of the Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement, Seller shall not cause the Company and the Blackbird Entities to fail to conduct the business of the Company or the Blackbird Entities in the ordinary course of business consistent with past practices and, without the prior written consent of Buyer, shall not cause the Company or the Blackbird Entities to fail to do any of the following: (a) Preserve and maintain all permits required for the conduct of its business as currently conducted or the ownership and use of its assets; (b) Pay all Liabilities, Taxes and other obligations when due; (c) Continue to collect its accounts receivable in a manner consistent with past practice, without discounting such accounts receivable, except in a manner consistent with past practice; (d) Maintain the properties and assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) Continue in full force and effect without modification all of its insurance policies currently in effect, except as required by applicable Law; (f) Defend and protect its properties and assets from infringement or usurpation; (g) Perform all of its obligations under all its contracts; (h) Maintain its books and records in accordance with past practice.

Conduct of the Business Prior to the Closing. During the period from the Execution Date and continuing until the Closing Date, Seller agrees that, except as expressly contemplated or permitted by this Agreement or to the extent that the Buyer shall otherwise consent in writing, Seller shall carry on the Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted in all material respects. Without limiting the generality of the foregoing, prior to the Closing, and except as expressly contemplated or permitted by this Agreement, the Seller will not, without the prior written consent of the Buyer, take any action that would cause the representations and warranties set forth in Section 3.08 to be untrue.

Conduct of the Business Prior to the Closing. From the Effective Date until the Closing, except as otherwise provided in this Termination Agreement or consented to in writing by BDSI (which consent shall not be unreasonably withheld or delayed), Endo shall use commercially reasonable efforts to maintain and preserve the rights, franchises, goodwill and relationships of its customers, lenders, suppliers, regulators and others having relationships with the Business.

Conduct of the Business Prior to the Closing. 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 Intrepid in writing, the Ewinx Xxxreholders shall cause Ewinx (x) to conduct the Ewinx Xxxiness in the usual, regular and ordinary course consistent with past practice and prudent business principles and (ii) to use its reasonable best efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous

Conduct of the Business Prior to the Closing. (a) Between the date hereof and the Closing Date, Seller shall maintain the Purchased Assets in good operating condition and repair (reasonable wear and tear excepted), will conduct the Business in the Ordinary Course of Business and consistent with past practice, and, in any event, in accordance with all applicable Laws, and will not take any action inconsistent with this Agreement. Except for such actions as are expressly contemplated by this Agreement, without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed, Seller shall not: (i) incur any indebtedness for borrowed money that constitutes an Assumed Liability; (ii) maintain working capital requirements for the Business other than in accordance with past practice; (iii) change any of Seller's accounting methods, principles or practices; (iv) modify or terminate any Assigned Contract; (v) waive or release any right or claim of material value to the Business that constitutes a Purchased Asset, including any indebtedness owed or payable to the Seller with respect to the Business, except to the extent such waiver or release is in the Ordinary Course of Business and does not materially detract from the value of the Purchased Assets or hinder, or restrict the operation of, the Business in any material respect; (vi) compromise, settle, or otherwise adjust any action, arbitration, audit, hearing, investigation, claim, litigation or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any governmental authority or arbitrator; (vii) acquire, by merger or consolidation with, or by purchase of all or a substantial portion of the assets or stock of, or by any other manner, any business or entity, which would constitute a Purchased Asset or Assumed Liability, or enter into any joint venture, partnership or other similar arrangement for the conduct of the Business; (viii) change the remuneration or terms of employment of any Transferred Employee other than (A) non-material changes to the remuneration or terms of employment of non-officer employees made in the Ordinary Course of Business or (B) as required by Law; (ix) knowingly take any action that (with or without notice or lapse of time or both) would constitute a breach, violation or default under any term or provision of any Assigned Contract; (x) enter into or amend any Employee Benefit Plan applicable to Seller other than as r...