Conduct of the Businesses. (a) Except as set forth on Schedule 6.01(a), from the date hereof until the Closing Date, Seller shall use its commercially reasonable efforts to carry on the Businesses according to their ordinary course of business and substantially in the same manner as currently conducted, to keep available the services of their officers and employees, to maintain and preserve intact the Businesses in all material respects and to maintain in all material respects the ordinary and customary relationships of the Businesses with its suppliers, customers, distributors and others having business relationships with it with a view toward preserving for Buyer, on and after the Closing Date, the Businesses and the goodwill associated therewith; provided, however, that, the foregoing notwithstanding, the Seller, Company and its Subsidiaries may use all available Cash on Hand to repay any Indebtedness or make any distribution to their stockholders (or other equityholders, as applicable), in each case prior to the Closing, to the extent any such distribution of Cash on Hand would not cause the Company or any Sold Subsidiary to violate any "minimum capital" requirements under applicable Law.
(b) From the date hereof until the Closing Date, except as otherwise expressly provided for by this Agreement, or consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller (i) shall not, and shall not permit the Company or the Sold Subsidiaries to, take any action which, if taken after the date of the Latest Balance Sheet, would be required to be disclosed on Schedule 4.07 pursuant to Section 4.07 and (ii) shall cause the Company and the Sold Subsidiaries to make, capital expenditures in an aggregate amount of at least seventy-five percent (75%) of the total dollar amount of budgeted capital expenditures contemplated by the Capital Expenditure Budget for the period commencing on the date hereof and ending on the Closing Date (pro-rated for any partial months during such period).
(c) The foregoing provisions of this Section 6.01 notwithstanding:
(i) prior to the Closing, Seller shall transfer, convey and deliver, or shall cause the transfer, conveyance and delivery of, all right, title and interest to each Excluded Subsidiary to Seller (the "Excluded Subsidiary Transfer") (and, in connection with the Excluded Subsidiary Transfer, Seller may, in its sole discretion, change the corporate form, or cause to be changed the corporate form, of a...
Conduct of the Businesses. P66 Company covenants and agrees that from and after the execution of this Agreement and until the Closing:
(a) without the prior written consent of the Partnership, P66 Company will not, and will not permit Pipeline to, sell, transfer, assign, convey or otherwise dispose of any of the Contributed Assets;
(b) P66 Company will, and will cause Pipeline to, maintain the Contributed Assets in as good working order and condition as they are as of the date of this Agreement, ordinary wear and tear excepted;
(c) P66 Company will, and will cause Pipeline to, operate the Contributed Assets in the ordinary course consistent with past practices; and
(d) P66 Company will not, and will not permit Pipeline to, permit any Lien to be imposed on the Contributed Assets, other than Permitted Liens.
Conduct of the Businesses. The P66 Parties covenant and agree that from and after the execution of this Agreement and until the Closing:
(a) without the prior written consent of the Partnership, the P66 Parties will not, and will not permit any of the Contributed Entities, P66 Opco or Xxxxxx Frac LLC to, sell, transfer, assign, convey or otherwise dispose of any of the Contributed Interests, partnership interests in P66 Opco or the Contributed Assets;
(b) the P66 Parties will, and will cause P66 Opco, Opco General Partner and Xxxxxx Frac LLC to, maintain the Contributed Assets in as good working order and condition as they are as of the date of this Agreement, ordinary wear and tear excepted;
(c) the P66 Parties will, and will cause P66 Opco, Opco General Partner and Xxxxxx Frac LLC to, operate the Contributed Assets in the ordinary course consistent with past practices; and
(d) the P66 Parties will not, and will not permit P66 Opco or any of the Contributed Entities to, permit any Lien to be imposed on the Contributed Interests or the Contributed Assets, other than Permitted Liens.
Conduct of the Businesses. Except as Purchaser otherwise expressly agrees in writing, Seller covenants that, prior to the Closing Date, Seller will:
(a) conduct the Businesses only in the ordinary and usual course, without material change in the nature of its operations, and not otherwise sell, mortgage, lease or dispose of any portion of its assets or acquire any property or assets;
(b) not incur any debts, liabilities or contract obligations related to the Businesses, except in the ordinary course or with the prior approval of Purchaser, which involve total consideration in excess of $5,000 and cannot be canceled by Seller on 30 days' notice;
(c) not do or cause to be done anything that would cause any representation or warranty to be untrue or inaccurate if made at the time, except as otherwise permitted by this Agreement;
(d) maintain the Purchased Assets, and the insurance with respect thereto, in accordance with good business practice;
(e) make no change with respect to management or supervisory personnel or its auditors or other major consultants;
(f) use its best efforts to preserve its business organization intact, keep available the services of its present management, and preserve the goodwill of its suppliers, customers, and others having business relationships with it; and
(g) permit no increase in the compensation payable or to become payable by it to any of its employees or consultants, or other employees except as required under Seller's established policies and consistent with past practice.
Conduct of the Businesses. P66 Company covenants and agrees that from and after the execution of this Agreement and until the Closing:
Conduct of the Businesses. OF THE TARGET CORPORATIONS PENDING THE CLOSING DATE. Except as otherwise expressly permitted by this Merger Agreement, between the date hereof and the Closing Date, the Company shall not, without the prior consent of Veeco, take, or cause or permit any other Target Corporation to take, any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.11 is reasonably likely to occur.
Conduct of the Businesses. From the date hereof to the Closing Date, except as expressly permitted or required by this Agreement or as otherwise consented to by the other party in writing, each of Neptune, on the one hand, and TAS, on the other hand, covenants and agrees that it will, with respect to the Neptune Business and the Neptune Assets, in the case of Neptune, and the TAS Business and the TAS Assets, in the case of the TAS:
(a) carry on its Business in, and only in, the ordinary course, in substantially the same manner as heretofore conducted, and use all reasonable efforts to preserve intact its present business organization, maintain its properties in good operating condition and repair, keep available the services of its present officers and significant employees, and preserve its relationship with customers, suppliers and others having business dealings with it, to the end that its goodwill and going business shall be in all material respects unimpaired following the Closing;
(b) pay accounts payable and other obligations of its Business when they become due and payable in the ordinary course of business consistent with prior practice;
(c) perform in all material respects all of its obligations under all Contracts (in the case of Neptune) and other agreements and instruments relating to or affecting its Business or its Assets, and comply in all material respects with all laws applicable to it, its Assets or its Business;
(d) not enter into or assume any material agreement, contract or instrument relating to its Business, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof;
(e) in the case of Neptune, not grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any Transferred Employee (as defined in Section 11.1(a)) institute, adopt or amend (or commit to institute, adopt or amend) any compensation or benefit plan, policy, program or arrangement or collective bargaining agreement applicable to any such employee;
(f) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Intellectual Property included in its Business, or modify any existing rights with respect thereto or enter into any licensing or similar agreements or arrangements; and
(g) not take any action or omit to take any action, which action or omission would result in a breach of any of its representations and warranties set forth in Art...
Conduct of the Businesses. ALJ and Alon Assets covenant and agree that from and after the execution of this Agreement and until the Closing, except (i) as contemplated by this Agreement (including any Internal Reorganization Transactions), (ii) as required by applicable Law or
Conduct of the Businesses. Except as otherwise provided herein, from the date hereof until the Closing Date, the Sellers, subject to Purchaser's reasonable consent rights:
(a) shall conduct the Businesses and the use and maintenance of the Acquired Assets in the ordinary course and shall use commercially reasonable efforts to preserve intact the business or organizations and relationships with third parties and to keep available the services of the present employees of the Businesses; and
(b) shall collect the SAP Accounts Receivable in the ordinary course consistent with past practices, subject to Section 5.01.
Conduct of the Businesses. Without limiting the foregoing, between the date hereof and until the Internet Closing Date or a Real Estate Closing Date, as applicable, except as required or expressly permitted pursuant to the terms hereof or as the applicable Buyer shall have consented to in writing in advance, the Seller shall not, and shall not permit any of member of the Seller Group to:
(a) enter into, terminate, amend, modify or waive any term of any material transaction, or any client contract or any similar contract or arrangement with respect to the Transferred Internet Business or the Transferred Real Estate Business conducted at any of the Acquired Premises, as applicable; provided, however, that the Seller Group shall be permitted to terminate, amend, modify or waive terms consistent with its plan to wind down its business and otherwise not inconsistent with the terms of this Agreement;
(b) except as provided for herein, renew (unless requested in writing by the applicable Buyer or to extend the term of the lease beyond ten years), terminate, amend, modify or waive any term of the Leases;
(c) mortgage, pledge or subject any of the Purchased Internet Assets or the applicable Purchased Real Estate Assets, or any part thereof, to any Lien or suffer to exist any such Lien, other than (x) Liens which shall be terminated at or before the respective Closing Date and (y) Permitted Liens;
(d) perform any “going out of business sales” with respect to any of the Purchased Real Estate Assets at any of the Acquired Premises; or
(e) commit to do any of the foregoing.
