Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayed, prior to the Closing, Seller will, and will cause its Affiliates to:
(i) not make or permit any material change in the general nature of the Business;
(ii) operate and maintain the Business in the ordinary course of business consistent with Good Utility Practices, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business;
(iii) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business;
(iv) not (A) sell, lease (as lessor) or dispose of or otherwise transfer or make any Contract for the sale, lease (as lessor), disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregate;
(v) not allow any material change in the levels of inventory customarily maintained by Seller with respect to the Business;
(vi) not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 in the aggregate except in the event of service interruption, emergency or casualty loss;
(vii) comply in all material respects with all applicable material Legal Requirements, including those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAP;
(viii) comply with the Employee Agreement;
(ix) except (A) in the ordinary course of business and consistent with past practice (including any annual salary adju...
Conduct of the Business Prior to the Closing Date. (a) Except as permitted, required or specifically contemplated by this Agreement, including those actions contemplated in Section 5.2 of the Company Disclosure Schedule or in this Article V, or as required by a Governmental Authority of competent jurisdiction or by applicable Law, during the period commencing on the date hereof and ending on the Closing Date, the Company shall operate the Business in the ordinary course of business and consistent with past practice in all material respects, including:
(i) using reasonable best efforts to (A) preserve intact the present business of the Business, (B) maintain the Tangible Acquired Assets in good operating condition and repair to permit their use in the continuing operation of the Business, ordinary wear and tear excepted, (C) maintain the goodwill of customers, suppliers and other Persons with whom the Company otherwise has significant business relationships in connection with the Business and (D) continue in all material respects the current sales, marketing and promotional activities relating to the Business;
(ii) causing the Books and Records to be maintained in the usual, regular and ordinary manner; and
(iii) complying in all material respects with all Laws applicable to the Business and promptly following receipt thereof give to Buyer copies of any notice received from any Governmental Authority or other Person alleging any material violation of any such Laws.
(b) Without limiting the generality of clause (a) above and subject to the exceptions therein, the Company shall not do any of the following with respect to the Business, the Acquired Assets or the Assumed Liabilities, unless approved or consented to in writing by Buyer, which consent shall not be unreasonably withheld or delayed:
(i) other than in the ordinary course of business and consistent with past practice, (A) acquire any assets that would be included in the Acquired Assets for a value in excess of $50,000, (B) dispose of any Acquired Assets with a value in excess of $50,000 or (C) incur any indebtedness for borrowed money that would be included in the Assumed Liabilities, issue any debt securities or assume or guarantee the obligations of any other Person, or make any loans or advances, in each case that would be included in the Assumed Liabilities;
(ii) to the extent related to the Business, increase or pay any payment or benefit not required by any existing Benefit Plan or increase any salaries or wages of the Business Employees, other...
Conduct of the Business Prior to the Closing Date. From the date hereof until the Closing Date, the Company shall operate the Business only in the ordinary course of business, and shall not engage in any of the actions described in Section 3.15 without the written consent of Buyer.
Conduct of the Business Prior to the Closing Date. Except as contemplated in this Agreement, prior to the Closing, the Stockholders will conduct, and shall cause the Company to conduct, the Company's business only in the Ordinary Course of Business, and, without limitation of the foregoing, will:
(1) not, and will cause the Company not to, make or permit any material change in the general nature of the Company's business;
(2) maintain the Company's business in accordance with prudent business judgment and consistent with past practice and policy, and maintain the Company's assets in good repair, order and condition, reasonable wear and tear excepted;
(3) preserve the Company as an ongoing business and use reasonable efforts to maintain the goodwill associated with the Company;
(4) preserve all of the Company's Licenses;
(5) cause the Company not to, enter into any material transaction or Contract involving a total commitment by or to any party thereto of more than $1,000 on an annual basis or more than $1,000 for its remaining term which cannot be terminated on no more than 60 days' notice without penalty or additional cost to the Company as the terminating party;
(6) cause the Company not to, purchase, sell, lease, dispose of or otherwise transfer or make any contract for the purchase, sale, lease, disposition or transfer of, or subject to Lien, any of the assets of the Company, including without limitation, Intellectual Property, except for such dispositions in the ordinary course of business, which in the aggregate are not material, or dispositions of obsolete assets;
(7) cause the Company not to, make any changes in financial policies or practices, or strategic or operating policies or practices of the Company;
(8) cause the Company to comply in all material respects with all applicable Laws and permits, including without limitation those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith;
(9) cause the Company not to, grant any increase or change in total compensation, benefits or pay any bonus to any employee, independent contractor, director or consultant of the Company;
(10) cause the Company not to, grant or enter into or extend the term of any Contract with respect to continued employment or service for any employee, independent contractor, officer, director or consultant of the Company;
(11) cause the Company not to, make any loan or advance to any Person other than to any officer, director, stockholder or empl...
Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayed, prior to the Closing, Seller will, and will cause its Affiliates (including the Subsidiary) to:
(i) not make or permit any material change in the general nature of the Business;
(ii) operate and maintain the Business in the ordinary course of business consistent with Good Utility Practices, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business;
(iii) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business;
(iv) not (A) sell, lease (as lessor) or dispose of or otherwise transfer or make any Contract for the sale, lease (as lessor), disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business,
Conduct of the Business Prior to the Closing Date. During the ------------------------------------------------- period from the date hereof to the Closing Date, Sellers will operate the Assets and the Business in the usual, regular and ordinary course consistent with past practice and will use all commercially reasonable efforts to (i) preserve intact the Business and preserve the goodwill and relationships with customers, suppliers and others having business dealings with the Business, (ii) maintain the properties, machinery and equipment included in the Assets in sufficient operating condition and repair (subject to retirements in the ordinary course of business consistent with past practice) to enable Buyer to use them as they have been used in conduct of the Business, and (iii) conduct the Business in such manner that the representations and warranties of Sellers contained herein to the extent relating to the Business or the Assets shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, except for representations and warranties made as of, or in respect of, only a specified date or period, and except to the extent expressly permitted by the next sentence hereof. Without limiting the generality of the foregoing, with respect to the Business, except (i) as contemplated in this Agreement or in Schedule 6.1, (ii) as required by any Legal Requirement or Order or (iii) as otherwise expressly consented to in writing by Buyer prior to the Closing, Sellers will:
(1) Not make or permit any material change in the general nature of the Business;
(2) Not enter into any material transaction or Contract that would be required to be described on Schedule 5.12 if in existence on the date hereof, other than (a) pursuant to the Capital Budget, (b) the purchase of gas in accordance with the Asset Management Plan described in item II.2 of Schedule 5.8 (the "Asset Management Plan") or (c) in the ordinary course of business consistent with past practices provided Buyer has consented thereto in writing, which consent shall not be unreasonably withheld or delayed;
(3) Not purchase, sell, lease, dispose of or otherwise transfer or make any Contract for the purchase, sale, lease, disposition or transfer of, any material Assets other than (a) pursuant to the Capital Budget, (b) the purchase of gas in accordance with the Asset Management Plan or (c) in the ordinary course of business consistent with past practices provided Buyer has consented thereto in writing, which consent shall...
Conduct of the Business Prior to the Closing Date. From the date of this Agreement until the Closing Date, except (i) as otherwise provided in this Agreement, (ii) consented to in writing by the Buyer (which consent will not be unreasonably withheld, conditioned or delayed), (iii) as required by any applicable Law or Governmental Order (including COVID-19 Measures), or (iv) set forth on Schedule 5.1, Seller shall, and shall cause the Company to, conduct the Business of the Company in the Ordinary Course of Business, and Seller shall, and shall cause the Company to, use its commercially reasonable efforts to maintain existing business relationships with suppliers, customers, employees and others having material business relationships with the Company. Without limiting the generality of the foregoing, except (i) as otherwise provided in this Agreement, (ii) consented in writing by the Buyer (which consent will not be unreasonably withheld, conditioned or delayed), (iii) required by any applicable Law or Governmental Order (including COVID-19 Measures), the Company shall not, and the Seller shall not cause or permit the Company to:
(a) amend or restate the Governing Documents of the Company;
(b) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Company;
(c) issue, sell, transfer, pledge, dispose of or encumber any Interests or other equity securities, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any equity interests or Interests or other equity securities;
(d) (i) split, combine, subdivide or reclassify its Interests; (ii) declare, set aside or pay any dividend or other distribution payable in stock, equity interests or property with respect to its Interests, or (iii) declare, set aside or pay any dividend or other distribution payable in cash with respect to its Interests, except for any distribution to Seller ;
(e) redeem, purchase or otherwise acquire directly or indirectly any of the Interests or other equity interests;
(f) make or commit to make any capital expenditure or capital additions or improvements in an amount in excess of $25,000, individually, or $50,000, in the aggregate;
(g) (i) make any change in the compensation or benefits payable to any of its current or former directors, officers, employees or other individual service providers, other than as required by Law, (ii) hire any new employees or...
Conduct of the Business Prior to the Closing Date. Plaza shall perform all obligations under this Agreement and the Consent Agreement and, both before the Plaza Closing and the Closing, the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents. Except as contemplated by this Agreement, (i) LG shall not sell, pledge, dispose of or otherwise subject to any Encumbrance any shares of capital stock of the Plaza; and (ii) except for actions upon the Plaza Closing necessary to consummate the transactions contemplated by the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents, Plaza shall not do or propose to do, directly or indirectly, any of the following without the prior written consent of AQN not to be unreasonably withheld or delayed:
(a) amend or otherwise change its certificate of incorporation or bylaws or equivalent organizational documents;
(b) issue, sell, pledge, dispose of or otherwise subject to any Encumbrance (i) any shares of capital stock of Plaza, or any options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other ownership interest in Plaza or (ii) any properties or assets of Plaza;
(c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, or make any other payment on or with respect to any of its capital stock;
(d) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or make any other change with respect to its capital structure;
(e) acquire any corporation, partnership, limited liability company, other business organization or division thereof or any material amount of assets, or enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement;
(f) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Plaza, or otherwise alter Plaza’s corporate structure;
(g) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances;
(h) other than in accordance with the Consent Agreement, (i) enter into, amend, waive, modify or consent to the termination of any Contract, or (ii) amend, waive, modify or consent to the termination of any of Plaza’s rights thereunder; and
(i) ...
Conduct of the Business Prior to the Closing Date. MDC, Old FAMC and MDC Sub agree that, from the date hereof to the Closing Date, except as set forth on Schedule 8 or as otherwise consented to or approved by CLLC in writing or required by this Agreement:
(a) No change shall be made in the Articles of Organization or the Operating Agreement of FAMC.
(b) The Business shall be conducted in the ordinary course. MDC, Old FAMC and MDC Sub shall cause the Business to meet all of its obligations as they become due, including but not limited to, closing bond acquisitions that have been agreed to, and to offer advisory services in the ordinary course of business subject to obligations imposed upon FAMC by this Agreement, to maintain its corporate records, to keep the receivables current consistent with past practice, to use their best efforts to (i) preserve the business organization and properties of the Business intact, and (ii) to preserve the goodwill of the Business's clients, suppliers, and others with whom business relationships exist.
(c) Following satisfaction of the conditions in Sections 9.12 and 10.6, MDC, Old FAMC and MDC Sub shall afford to CLLC and its representatives free access to the properties and records of the Business during normal business hours and upon reasonable notice in order that CLLC may have full opportunity to make such investigation as they shall desire of the Business's affairs for purposes consistent with this Agreement. CLLC will cause all documents obtained from MDC, Old FAMC and MDC Sub to be returned promptly to MDC, Old FAMC and MDC Sub in the event of the termination of this Agreement.
Conduct of the Business Prior to the Closing Date. Seller agrees that, except as provided in this Agreement or consented to or approved in writing by Buyer (which consent shall not be unreasonably withheld) or set forth on Schedule 5.2, during the period commencing on the date hereof and ending at the Closing Date, Seller shall not take any of the following actions with respect to the Business or its employees:
