Continued Operation of Business. Buyer shall use commercially reasonable efforts not to, and shall cause its Affiliates (including the Acquired Company) to use commercially reasonable efforts not to, take any action that could reasonably be expected to have a material adverse effect on the ability (financial or otherwise) of the Acquired Company to pay, satisfy and discharge its obligations (including the Retained Liabilities) as and when they become due.
Continued Operation of Business. Except as provided on Schedule 6.1(b), or as expressly required or contemplated by the terms of this Agreement, or unless Seller obtains Buyer's prior written approval, from the date hereof through the Closing Date, Seller shall, and shall cause each Acquired Aether Entity to:
(i) operate the Business in a reasonable and prudent manner, to conduct Seller's and each of the Acquired Aether Entities' operations according to the ordinary and usual course consistent with past practice, to preserve intact Seller's and each of the Acquired Aether Entities' present business organization and structure, the goodwill of the Business, to preserve Seller's rights to be assigned to Buyer hereunder, and to use commercially reasonable efforts to preserve Seller's and each of the Acquired Aether Entities' relationships with customers, suppliers, and other Persons having material business dealings with Seller and the Acquired Aether Entities that are material to the operation of the Business;
(ii) maintain the Books and Records in the usual and ordinary manner and in a manner that fairly and correctly reflects the income, expenses, assets and Liabilities of the Business in accordance with GAAP;
(iii) pay all Accounts Payable related to the Business on a current basis, but in no event later than thirty (30) days after they become due, except Accounts Payable being contested in good faith;
(iv) exercise commercially reasonable efforts to retain the employees identified on Schedule 4.21(a);
(v) use commercially reasonable efforts to preserve and maintain the Purchased Assets, the assets and properties of Seller not used exclusively in the Business but to be leased or licensed to Buyer pursuant to the Deal License Agreement, the Trademark License Agreement, and the AAE Purchased Assets in reasonably good operating condition, normal wear and tear excepted;
(vi) continue the pricing, procurement and purchasing policies of the Business, in accordance with past practice;
(vii) consult with Buyer prior to any renewal, amendment, extension or termination of, waiver of any right under, or any failure to renew, any Material Contract;
(viii) use commercially reasonable efforts to keep in full force and effect all of the Insurance Polices under the same terms and coverage; and
(ix) keep in full force and effect all of Seller's insurance policies if the termination or nonreplacement of such policy is reasonably expected to have a Material Adverse Effect.
Continued Operation of Business. Since the date of this Agreement, the Company shall have continued to conduct its operations in accordance with the provisions of Section 5.2 of this Agreement.
Continued Operation of Business. Prior to the Closing, the Company will, to the extent required for the continued operation of the business of the Company, use commercially reasonable efforts to, (a) keep available the services of the employees of the Company and (b) preserve the present relationships of the Company with persons having significant business relations therewith, including licensers, suppliers and customers.
Continued Operation of Business. Prior to the Closing, the Seller will, to the extent required for continued operation of the business of the Company and CSD Canada without impairment, use commercially reasonable efforts (i) to preserve substantially intact the business organization of the Company and CSD Canada, (ii) to keep available the services of the employees of the Company and (ii) to preserve the present relationships of the Company and CSD Canada with persons having significant business relations therewith.
Continued Operation of Business. Except as otherwise provided in this Agreement, during the period from the date hereof through the Closing, Seller will:
(a) carry on its business in substantially the same manner as it had heretofore been carried on and not introduce any material new method of management, operation or accounting;
(b) maintain its material properties, facilities and equipment, including those held under leases, in good working order and condition, ordinary wear and tear excepted;
(c) perform all of its material obligations under agreements relating to or affecting its respective assets, properties, equipment or rights;
(d) keep in full force and effect present insurance policies or other comparable insurance coverage with comparable insurers; and
(e) use commercially reasonable efforts to maintain and preserve its business organization intact, retain its present employees and maintain its relationships with material suppliers, customers and others having business relations with it.
Continued Operation of Business. Seller shall continue to operate in the ordinary course of its business until the Closing.
Continued Operation of Business. Since the date of this Agreement, DAVN and all DAVN Subsidiaries shall have continued to conduct their operations in accordance with the provisions of Section 5.1 of this Agreement.
Continued Operation of Business. The Borrowers shall be enjoined from conducting any part of their business as a debtor in possession, there shall occur any act of terrorism or other "force majeure" event disrupting any material portion of the businesses of the Borrowers and their Subsidiaries, or there shall occur any loss or change in any license or permit of any of the Borrowers or any of their Subsidiaries, or any material damage to, or loss of any Borrower's assets, which in each such case referred to this Section 10.08 shall continue for a period of five (5) or more days and could reasonably be expected to have a Material Adverse Effect; or
Continued Operation of Business. After Franchisee has begun full operation of the Store, Franchisee may not discontinue full operation of the Store without USI’s prior written consent. If USI, in its sole discretion, consents to a temporary discontinuance of operation, then Franchisee must reopen the Store no later than the date designated by USI in its written consent.
